General
This platform is licensed, not sold, to you by upcoach, LLC (the
“Company”) for use strictly in accordance with the terms and conditions of this
License, our Terms of Service, Privacy Policy, and any “usage
rules” established by any other third-party usage rules or terms of use, and such
other vendors (“Usage Rules”), which are incorporated herein by this reference. The term “SOFTWARE” shall refer to and
consist of the following: (i) the
upcoach platform/software and (ii) any updates, modifications, or enhancements to
thereto. The Software has been designed
as an all-in-one platform to scale Your coaching programs.
The upcoach Platform includes:
Courses & Training
Our LMS feature helps you encourage your clients, organize information and
activate transformation.
Assign to-dos, new habits and worksheets automatically to your clients, so
they can easily take in the information you are sharing with them.
- Create Courses with multiple modules and lessons
- Choose a pace that your clients will be going through the course
- Assign interactive worksheets automatically
Program Builder
Programs are the focal point of our platform. This is where everything is
laid out – all todos, habits, smart documents, and communication with clients.
Simple drag and drop Program Editor that helps you create varieties of
program layouts for your clients. You can use one of upcoach templates or you can
create your own Program that best fits your coaching needs.
Programs are great for conducting:
- 1-on-1 programs
- Group Programs
- Cohort Programs
- Masterminds
Agendas & Meetings
Organize & schedule your meetings, never forget anything, and have all
the necessary information in one place. Build your agenda from scratch, or use one
of our pre-made meeting templates
- Connect meeting Agendas with your Google calendar and never miss a
meeting
- Encourage your clients to fill in Agendas before the meetings and
make them interactive
- Have an overview of all past and upcoming meetings in the Events
Calendar
- Add a link to your Zoom room and easily join meetings
Accountability & Encouragement Tools
Quickly see how all your clients are doing, and lend a helping hand, or
give feedback.
Track their progress with todos, habits & worksheets. Encourage social
accountability and add motivation by enabling program members to see each other’s
commitments.
- Habit Tracker
- Todos
- Smart Documents (Interactive worksheets)
- Accountability Groups
Communication
Want to make sure your clients are engaged? Start communicating with them
right inside upcoach Forum. Share announcements, documents and ask questions! Build
community in one place – all without leaving the platform. Aside from building a
forum community you can also have:
- Group Chat
- 1-1 Chat
- Admin Chat
- License Grant and Restrictions on Use.
-
- License Grant. Company grants you a revocable,
non-exclusive, non-transferable, limited right to install, use and to
access the upcoach Platform/Software strictly in accordance with the
terms and conditions of this License, the Usage Rules and any service
agreement associated with your Device (collectively “Related
Agreements”). The software
is designed to enable you to systemize, organize, and deliver one-on-one
or small group training/coaching/programming.
- Restrictions on Use.
You shall use the Software strictly in accordance with
the terms of the Related Agreements and shall not: (a) decompile,
reverse engineer, disassemble, attempt to derive the source code of, or
decrypt the Software; (b) make any modification, adaptation,
improvement, enhancement, translation or derivative work from the
Software; (c) violate any applicable laws, rules or regulations in
connection with Your access or use of the Software; (d) remove, alter or
obscure any proprietary notice (including any notice of copyright or
trademark) of Company or its affiliates, partners, suppliers or the
licensors of the Software; (e) use the Software for any revenue
generating endeavor, commercial enterprise, or other purposes for which
it is not designed or intended; (f) install, use or permit the Software
to exist on more than one Device at a time or on any other mobile device
or computer; (g) distribute the Software to multiple Devices; (h) make
the Software available over a network or other environment permitting
access or use by multiple Devices or users at the same time; (i) use the
Software for creating a product, service or software that is, directly
or indirectly, competitive with or in any way a substitute for any
services, product or software offered by Company; (j) use the Software
to send automated queries to any website or to send any unsolicited
commercial e-mail; or (k) use any proprietary information or interfaces
of Company or other intellectual property of Company in the design,
development, manufacture, licensing or distribution of any applications,
accessories or devices for use with the Software.
- Your Representations to
Us. You
represent that you own or have clear legal rights to all content
published or displayed using the Software; that the content you publish
is from your company and made available to your clients as mobile
learning training and educational content. Your interaction with
clients, students, mentees whio will have access to your content on the
UpCach platform is your responsibility.
-
- Your License to Us. By
providing any information or content in order to enable
features of our Software for the purpose of hosting your training
content, including but not limited to your, digital content,
training, and courses, (“Course Content”) you are
representing that you are the owner of the material, or are making your
posting or submission with the express consent of the owner of the
material. When you submit, email, text or deliver or post any Course
Content material on the upcoach Platform, you are granting us, and
anyone authorized by us, a royalty-free, non-exclusive, unrestricted,
worldwide license to use, transmit, and display such material, in whole
or in part, in connection with our provision of the Software to you in
support of your programming to your subscribers. The foregoing grants
shall include the right to carry-out any proprietary rights in such
posting or submission, including, but not limited to, rights under
copyright, trademark, service mark or patent laws under any relevant
jurisdiction. Also, in connection with the exercise of such rights, you
grant us, and anyone authorized by us, the right to identify you as the
author of any of your Course Content by name, email address or screen
name, as we deem appropriate.
- Intellectual Property Rights.
-
- Rights to Software.
You acknowledge and agree that the Software and all
copyrights, patents, trademarks, trade secrets and other intellectual
property rights associated therewith are, and shall remain, the property
of Company. Furthermore, you
acknowledge and agree that the source and object code of the Software
and the format, directories, queries, algorithms, structure, and
organization of the Software are the intellectual property and
proprietary and confidential information of Company and its affiliates,
licensors, and suppliers.
Except as expressly stated in this License, you are not granted
any intellectual property rights in or to the Software by implication,
estoppel or other legal theory, and all rights in and to the Software
not expressly granted in this License are hereby reserved and retained
by Company.
- Third Party Software. The Software may utilize or
include third party software that is subject to open source and
third-party license terms (“Third Party Software”). You acknowledge and agree
that Your right to use such Third Party Software as part of the Software
is subject to and governed by the terms and conditions of the open
source or third party license applicable to such Third Party Software,
including, without limitation, any applicable acknowledgements, license
terms and disclaimers contained therein. In the event of a conflict
between the terms of this License and the terms of such open source or
third-party licenses, the terms of the open source or third-party
licenses shall control about Your use of the relevant Third-Party
Software. In no event, shall
the Software or components thereof be deemed to be “open source” or
“publicly available” software.
- Company’s Marks.
You are not authorized to use the Company trademarks in any
advertising, publicity or in any other commercial manner without the
prior written consent of Company, which may be withheld for any or no
reason.
- Infringement Acknowledgement. You and Company acknowledge
and agree that, in the event of a third party claim that the Software or
Your possession or use of the Software infringes any third party’s
intellectual property rights, You (and not Company) will be responsible
for the investigation, defense, settlement and discharge of any such
claim of intellectual property infringement. You will, however, promptly
notify Company in writing of such a claim.
You may not rent, lease, lend, sublicense, or transfer the Software, this
License or any of the rights granted hereunder.
Any attempted transfer in contravention of this provision shall be null and
void and of no force or effect.
-
- Consent to Use Information. You hereby authorize
and consent to the collection, storage, and use, by Company and its
affiliates, partners, and agents, of any information and data related to
or derived from your use of the Software, and any information or data
that you provide to Company and its affiliates, partners, and licensors
(“Information”). Without
limiting the generality of the foregoing, the Information shall include,
without limitation, the following types of information or data, in an
aggregate (not user level) form:
search requests, patterns, data and suggestions based on user
actions. The Information
will be treated as being non-confidential and nonproprietary, and
Company assumes no obligation to protect confidential or proprietary
information (other than personally identifiable information, other than
as set forth in our Privacy
Policy)
from disclosure and will be free to reproduce, use, and distribute the
Information to others without restriction, we will also be free to use
any ideas, concepts, know-how or techniques contained in the Information
for any purpose whatsoever including, without limitation, developing,
manufacturing and marketing products and services incorporating such
information.
- Privacy Policy.
You represent that you shall comply with the terms and conditions
of the Company’s Privacy Policy [INSERT LINK], which sets forth and
describes the practices of Company with respect to the collection, use
and disclosure of Information in connection with your use of the
Software. Company reserves
the right to change the provisions of its Privacy Policy at any time and
from time to time at its sole discretion. Company will post any changes
to its Privacy Policy at the web address set forth in the preamble to
this License. Your use of
the Software following the posting of such changes to the Privacy Policy
will constitute Your acceptance of any such changes.
- Financial Content. With
regard to financial content contained on the Software: neither Company
nor its owners, officers, directors, employees, subsidiaries,
affiliates, licensors, service providers, content providers and agents
are financial advisors, or an investment advisory service, and nothing
contained in the Software is intended to be or
to be construed as financial advice, or legal, compliance, financial,
tax, accounting or related advice.
The information contained in the Software is
based on sources and information reasonably believed to be accurate
as of the time it was recorded or created. However, this material
deals with topics that are constantly changing and are subject to
ongoing changes related to technology and the marketplace as well as
legal and related compliance issues. Therefore, the completeness and
current accuracy of the information in the Software cannot be guaranteed.
- Not Personalized Advice. Education information
presented in the Software is intended for a general audience and
does not purport to be, nor should it be construed as, specific
advice tailored to any individual. You may
therefore use this content as a general guideline and not as the
ultimate source of current information and when appropriate, you
understand that you should consult your own legal, accounting, or
other advisors. Monetary and
income results are based on many factors. Company has no way of knowing
how well you will do, as they do not know you, your background, your
work ethic, or your business skills or practices. Therefore, Company
does not guarantee or imply that you will get rich, that you will do as
well, or that you will make any money at all. If you rely upon figures
provided in the Software, you must accept the risk of not doing as well.
- Third Party Content and Services.
- General. You acknowledge that the Software may permit
access to products, services, websites, advertisements, promotions,
recommendations, advice, information, and materials created and provided
by advertisers, publishers, content partners, marketing agents, vendors
and other third parties (“Third Party Content and Services”).
- Disclaimer.
You acknowledge that Company does not investigate, monitor,
represent or endorse the Third-Party Content and Services (including any
third-party websites available through the Software). Furthermore, your access to
and use of the Third-Party Content and Services is at Your sole
discretion and risk, and Company and its affiliates, partners,
suppliers, and licensors shall have no liability to You arising out of
or in connection with Your access to and use of the Third-Party Content
and Services. Company hereby
disclaims any representation warranty or guaranty regarding the
Third-Party Content and Services, whether express, implied, or
statutory, including, without limitation, the implied warranties of
merchantability, quality, reliability, features, appropriates, accuracy,
completeness, or legality of the Third-Party Content and Services.
- Third Party Terms of Service. You acknowledge and agree
that Your access to and use of the Third Party Content and Services and
any correspondence or business dealings between You and any third party
located using the Software are governed by and require Your acceptance
of the terms of service of such third party, including without
limitation, any terms, privacy policies, conditions, representations,
warranties or disclaimers contained therein. Furthermore, you acknowledge
and agree that the Third-Party Content and Services and any related
third-party terms of service are subject to change by the applicable
third party at its sole discretion and without any notice. You assume all risks arising
out of or resulting from your transaction of business over the Internet
and with any third party, and you agree that Company and its affiliates,
partners, suppliers and licensors are not responsible or liable for any
loss or result of the presence of information about or links to such
advertisers or service providers.
Furthermore, You acknowledge and agree that You are not being
granted a license to (i) the Third Party Content and Services; (ii) any
products, services, processes or technology described in or offered by
the Third Party Content and Services; or (iii) any copyright, trademark,
patent or other intellectual property right in the Third Party Content
or Services or any products, services, processes or technology described
or offered therein.
- Endorsements.
You acknowledge and agree that the provision of access to any
Third Party Content and Service shall not constitute or imply any
endorsement by Company or its affiliates of such Third Party Content and
Services otherwise accessible through the Software, although Company has
no obligation to restrict or deny access even if requested by You.
-
- Term.
This License shall be effective until terminated. The License is provided on a
month-to-month negative option basis.
-
- Termination.
Company may, in its sole and absolute discretion, at any
time and for any or no reason, suspend or terminate this License and the
rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to
comply with any terms and conditions of this License, then this License
and any rights afforded to You hereunder shall terminate automatically,
without any notice or other action by Company. Upon termination of this
License, you shall cease all use of the Software and uninstall the
Software. You may terminate
this license upon at least thirty (30) days advance notice to Company.
- Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE
AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK
AND DISCRETION. COMPANY AND ITS
AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL
REPRESENTATION, WARRANTIES AND GUARANTIES REGARDUNG THE SOFTWARE AND THIRD-PARTY
CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS
AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE
SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II)
THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED,
ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY
PRODICTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU
THROUGH THE SOFTWARE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV)
ANY ERRORS IN THE APLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE
CORRECTED. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM THE SOFTWARE SHALL
CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT
COMPANY HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN
THE SOFTWARE.
- Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS,
SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR
USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE AND ANY THIRD PARTY CONTENT
AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT
COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT,
TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS
($50.00). THE FOREGOING LIMITATIONS
WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTUIAL PURPOSE.
- Indemnification.
You shall indemnify, defend and hold harmless Company and its
affiliates, partners, suppliers and licensors, and each of their respective
officers, directors, agents and employees (the “Indemnified Parties”) from and
against any claim, proceeding, loss, damage, fine, penalty, interest and expense
(including, without limitation, fees for attorneys and other professional
advisors) arising out of or in connection with the following: (i) Your access to or use of the Software
or Third Party Content and Services; (ii)
Your breach of this License; (iii) Your violation of law; (iv) Your
negligence or willful misconduct; (v) Your breach of any obligation, warranty,
representation or covenant set forth herein; or (vi) Your violation of the
rights of a third party, including the infringement by You of any intellectual
property or misappropriation of any proprietary right or trade secret of any
person or entity. These obligations
will survive any termination of the License.
- Compatibility.
Company does not warrant that the Software will be compatible or
interoperable with any specific piece of hardware, software, equipment or
device. You acknowledge and agree
that Company and its affiliates, partners, suppliers, and licensors shall have
no liability to you for any losses suffered resulting from or arising in
connection with compatibility or interoperability problems.
- Product Claims.
You acknowledge that ou (not Company) are responsible for addressing any
third-party claims relating to your use of the Software and agree to notify
Company of any third-party claims relating to the Software of which You become
aware. Furthermore, You hereby
release Company from any liability resulting from Your use or possession of the
Software, including, without limitation, the following: (i) any product liability claims;
(ii) any claim that the Software fails to conform to any applicable legal or
regulatory requirement; and (iii) any claim arising under consumer protection or
similar legislation.
- Miscellaneous.
- Governing Law.
This License shall be deemed to take place in the State
of Florida and shall be governed by and construed in accordance with the
laws of the State of Florida, excluding its conflicts of law
principles. Any disputes
arising from this License shall be adjudicated in the courts of
Hillsborough County, Florida.
This License shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the
Software of which is expressly excluded.
- Severability.
If any provision of this License is held to be invalid or
unenforceable with respect to a party, the remainder of this License, or
the Software of such provision to persons other than those to whom it is
held invalid or unenforceable shall not be affected and each remaining
provision of this License shall be valid and enforceable to the fullest
extent permitted by law.
- Waiver.
Except as provided herein, the failure to exercise a right or
require performance of an obligation under this License shall not affect
a party’s ability to exercise such right or require such performance at
any time thereafter nor shall the waiver of a breach constitute waiver
of any subsequent breach.
- Modification or Amendment. Company may modify or
amend the terms of this License by posting a copy of the modified or
amended License on the Company Software EULA website. You will be deemed to have
agreed to any such modification or amendment by Your decision to
continue using the Software following the date in which the modified or
amended License is posted on the Company Software EULA website.
- Survival.
The following sections of this License and any other provisions
of this License which by their express language or by their context are
intended to survive the termination of this License shall survive such
termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12 and 13.
- Assignment.
Except as permitted in Section 4, You shall not assign this
License or any rights or obligations herein without the prior written
content of Company and any attempted assignment in contravention of this
provision shall be null and void and of no force or effect.
- Entire Agreement. This License, including the
documents incorporated hereby reference, constitute the entire agreement
with respect to the use of the Software licensed hereunder and
supersedes all prior or contemporaneous understanding regarding such
subject matter.
