Terms and Conditions of Systems Business Coach Inc.

 

This Terms of Use (the “tou”) is entered into between you (“you” or “your”) and Systems Business Coach Inc. (“SBC”, “we” or “our”) and applies to SBC services, including but not limited to the SBC websites at systemsbusinesscoach.com, organizedandprofitable.com, smallbusinesscoachtraining.com and members.smallbusinesscoachtraining.com, (each, the “Website”), SBC application tools and SBC products (collectively, the “Service”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE OR BY SIGNATURE YOU ARE AGREEING TO BE BOUND BY THE TOU. 

 

1. Description of the Service

SBC is a coaching platform that assists coaches (each, a “Coach”) and their clients (each, a “Client”) achieve their business goals.  In order to help each Coach and Client achieve their goals, the Service may collect certain important information when you use the Service.  As the information we collect may include sensitive data, we aim to be transparent and clear about how we collect, use and share data about each Coach and Client, including you.

 

2. UPDATES

SBC reserves the right to modify the TOU at any time (each, an “Update”) and shall make each Update available on the Website.  You are deemed to accept any Update by continuing to use the Service.  Unless SBC states otherwise, an Update is automatically effective 30 days after posting on the Website.

 

3. ACCESS to the Service

3.1 Age of Access.   You must be at least the age of majority in your jurisdiction in order to use the Service.  If you already accessed the Service and have yet to reach the age of majority in your jurisdiction, you must immediately cease use of the Service.

3.2 Accounts and Login Information.  Access to the Service may require registering an account with SBC (each, an “Account”).  In order to access an Account, you may be required to obtain a user ID and password or an access code, typically sent via email (collectively, “Login Information”).  You shall manage and ensure the security, confidentiality and authorized use of Login Information.  You are prohibited from sharing Login Information.  SBC strongly recommends that you keep your Login Information confidential and you shall notify SBC promptly of unauthorized access or use of your Account.

3.3           Subscription Fee.  SBC may charge a fee in connection with each Account (the “Subscription Fee”).  If you are a Coach, you shall provide SBC with credit card and billing information and execute any necessary preauthorized debit form, preauthorized bill payment form, wire transfer, electronic funds transfer, or electronic payment system to pay the Subscription Fee (“Authorized Payment”).  SBC, or any third party acting on SBC’s behalf, is authorized and has the right to automatically charge the Subscription Fee to such Authorized Payment each month unless you terminate the Services as described in this TOU.  The Subscription Fee excludes applicable taxes, which SBC may charge as required by the laws of your jurisdiction.   The current Subscription Fee schedule is listed on the Website at https://www.systemsbusinesscoach.com/hire-a-business-coach/, which may change at any time at Company’s sole discretion, but Company shall provide prior written notice of any Subscription Fee increase.  The Subscription Fee is earned upon payment and is non-refundable.  You are also responsible for any other purchases you make either through your Account and/or any guest checkout purchases you make. 

3.4           Taxes. The Subscription Fee excludes taxes, duties and charges, which you shall pay as well. If SBC pays or collects taxes on your behalf, SBC shall invoice you for the applicable amount, which you shall pay on the same terms as the Subscription Fee.

 

4. SUBSCRIPTION AND LIMITED LICENSE

4.1 Subscription.  SBC grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable, subscription to access the Service and to use features associated with an Account.  You acknowledge and agree that we may modify, suspend or remove sections or features of the Website, your Account or any part the Service at any time acting in our sole and absolute discretion.

4.2 Limited License.  If you are a Coach, SBC may grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service if you have downloaded, installed, purchased or subscribed, as applicable, for providing SBC coaching services only (a “Limited License”).  Except as expressly permitted under this TOU or as permitted by a separate written agreement between you and SBC, you have no additional rights to the Service.

 

5. Additional Services

A Coach may request SBC to perform additional services, such as in-person coaching services (“Additional Services”).  The scope of such Additional Services shall be described in a separate agreement and such agreement terms shall supersede the terms expressed in this TOU.

 

6. Information Accuracy

6.1 Information Provided by Coaches and Clients.  The accuracy of responses provided by Coaches and Clients to any questions posed by SBC through the Service are crucial to the quality of the Service.  If you are a Coach or Client and provide false or inaccurate information, the Service will be significantly affected and, in some cases, may be either unhelpful or even possibly harmful to your particular business goals.  You agree to provide truthful and accurate information whenever interacting with the Service.

6.2 Information Provided to Coaches.  If you are a Coach, SBC is not obligated to check the accuracy of any information provided by you or the Clients with which you work, including but not limited to, answers and responses provided through the Service.  It is assumed for the purposes of the Service, including for any analytics or data provided through the Service, that information supplied by Clients and Coaches is accurate.  SBC DISCLAIMS ALL LIABILITY ASSOCIATED WITH THE ACCURACY OF THE DATA OR ANALYTICS PROVIDED THROUGH THE SERVICE AND UNDER NO CIRCUMSTANCES DOES SBC ENDORSE THE ACCURACY OF SUCH DATA OR ANALYTICS.

 

7. USE OF THE SERVICE

7.1 Authorized Use.  When using the Service, you may not:

1. knowingly provide false or inaccurate information to SBC, including but not limited to, information provided through the Service;
2. share your Account with others, except as permitted by this TOU or in writing approve by SBC;
3. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
4. alter, change or circumvent security related aspects of the Service;
5. use any automated system (bot, spider, etc.) to access the Service;
6. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
7. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;
8. store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights or a group of people’s rights;
9. use the Service to provide information or data to a competitor of SBC;
10. harass, abuse, stalk, threaten or impersonate any person or group of people;
11. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by SBC;
12. promote, encourage or undertake illegal activity; or
13. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,

as determined by SBC in our sole and absolute discretion.

7.2 Suspension and Termination.  SBC may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the TOU or your failure to adhere to the terms of an agreement with SBC.  SBC has sole discretion to lift a suspension or reverse a termination.  Your access to the Service and/or your Account, automatically terminates upon the earliest of the date: (a) you or SBC terminates access to your Account; (b) of your non-compliance with the TOU; or (c) when your click the cancel Subscription button within the Service or send an email with the subject line “Cancel Subscription” to admin@systemsbusinesscoach.com. 

7.3 Privacy Policy and Privacy Law Compliance.   Your use of the Service is governed by a Privacy Policy detailing how SBC collects, uses and discloses personal and anonymous data about you and is available at https://www.systemsbusinesscoach.com/privacy-policy/.  If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact SBC at the address provided below.

If you are an Coach, by agreeing to the TOU and using the Service, you represent and warrant that your use of the Service complies with applicable privacy laws, including any and all requirements to obtain the consent of each Client prior to directly providing SBC any personal data regarding such Client.

 

8. PROPRIETARY RIGHTS

8.1 Ownership and Rights.  SBC retains all right, title and interest in the Service and the Additional Services, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service or responses to questions provided by Clients or Coaches through the Service.  The TOU does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Additional Services, any related software or your Account.

8.2 User Content.  Through the Service, you may provide SBC with responses, comments, recommendations, advice, ideas, submissions, forum posts, information about your businesses or other information (“User Content”).  By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to SBC are obtained and hereby grant SBC an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment.  SBC is under no obligation to review or act upon any User Content that you may provide.

 

9. DISCLAIMER and limitation of liability 

9.1 DISCLAIMER.  THE SERVICE IS PROVIDED TO YOU “AS IS” AND SBC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION.  WITHOUT LIMITING THE FOREGOING, SBC MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY.  FURTHER AND WITHOUT LIMITING THE FOREGOING, SBC AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY SBC OR OTHER THIRD PARTIES OR ANALYTICS PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA.  NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY SBC AND THE REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION.  YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

9.2 LIMITATION OF LIABILITY.  SBC AND THE REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.  TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST SBC AND THE REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

9.3 MAXIMUM AGGREGATE LIABILITY.  NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD SBC AND THE REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT SBC’S (AND THE REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO SBC IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

9.4 Indemnity.  You shall defend and indemnify SBC and the Representatives against any claim, demand, suit or proceeding made or brought against SBC and the Representatives in connection with your use of the Service, including claims that SBC, the Service, or you, (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Service, (iii) cause bodily harm or death, or (iv) commit an act of gross negligence or intentional misconduct.  Your obligation to indemnify SBC and the Representatives arises so long as SBC: (a) promptly gives written notice of the claim against SBC (b) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on SBC without SBC’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.

 

10. GENERAL

10.1 No Joint Relationship with Coaches.  Nothing in the TOU shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between a Coach and SBC.

10.2 Governing Law.  The TOU and Privacy Policy are governed by the laws of the province of British Columbia and the laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of British Columbia to hear any proceedings related to the TOU or Privacy Policy.

10.3 Severability and Waiver.  If any provision of the TOU or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TOU in full force and effect.  No failure or delay by a party in exercising any right, power or remedy under the TOU constitutes a waiver.

10.4 Assignment.  SBC may assign the TOU without your consent or notice to you.  You cannot assign the TOU.

10.5 Survival.  Sections 3.4, 5, 6.2, 8, 9, and 10 survive termination of the TOU.

 

Entire Agreement.  The TOU, together with the Privacy Policy, constitute the entire agreement between you and SBC with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provi