TERMS AND CONDITIONS OF USE
Acceptance of Terms
The Wall Street Coach LLC., a limited liability company organized under the laws of the State of Delaware and its Affiliates (the “Company”, “us”, or “we”), provides certain information, individualized and group life coaching services, podcasts, educational courses and lectures, brochures, questionnaires, books and other audio-visual and written content and materials related to life coaching services for financial and other business executives, management, employees, individuals and companies (the “Service” or “Services”) to the user (“You”, “Your”, “you” and “yours”) at least partially through, or offered on, a website at http://www.thewallstreetcoach.com (“Website”), subject to Your compliance with the following Terms and Conditions of Use (“Terms”) and any other written agreement(s) between us and You. Please note that the terms Website, as used herein, includes the website www.thewallstreetcoach.com and any future websites implemented or used by the Company.
As used in these Terms, the term “Content” includes products, services, audio-visual or other creative content, data and other materials that the Company offers for purchase or access on or through the Website. For example, Content includes videos, written materials, guides, questionnaires and other works and collections that are available for purchase on the Website.
As used in these Terms, the term “Affiliates” include our owners, assigns, subsidiaries, officers, directors, partners, affiliated coaches, and includes, without limitation, all parties involved in creating, producing and delivering Company Services and/or Content directly available through or on the Website.
These Terms are a legally binding contract between you and the Company. Please read these Terms carefully before using the Website, Content and/or Services provided by the Company.
BY USING THE WEBSITE, CONTENT AND/OR SERVICES (EVEN IF USED ONLY FOR BROWING OUR WEBSITES), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE WEBSITE AND/OR CEASE USING ANY COMPANY CONTENT AND SERVICES.
Limited License from Company – Personal Use Only. Subject to these Terms, the Company hereby grants You a personal, nontransferable, and nonexclusive license to use (i.e., to download and display locally) the Website, Content and/or Services for the own personal use in the Territory, and not to offer, reproduce, copy, duplicate, modify, distribute, market, store or use or use he Website, Content and/or Services for any business purposes or resale without an express permission from us. Unless you obtain a prior written permission from us, this license does not allow you to offer, reproduce, copy, duplicate, modify, distribute, market, store or use any downloaded content for other than purposes of using personally the Website, purchased Content and/or Services. You also cannot sell, license, rent, or otherwise use or exploit any content available through Website, or offered as part of the Content and/or Services for the commercial use or use that violates any third party right.
Territory. The “Territory” includes and is limited to the geographic territory of the United States of America. No other geographic area is covered by this license. If you intend to use the Website, Content and/or Services outside the Territory, please contact our representative (through the contact on the Website) in order to discuss the arrangement and terms.
2.3. Changes in Future License Fees and Pricing. You agree to use our Website, Content and/or Services based on the purchased fees and prices applicable to the Content or Services, as indicated on our Website for each Content and offered part of our Services (either as an individual transaction fee, subscription fees or a combination of both). We reserve the right to set or increase the fees in the future for the Website, any offered Content and/or Services, and shall provide you with a notice of any planned pricing or increases, as shall be indicated on the Website.
2.4. Company Content and User Content. For purposes of these Terms, “Company Content” is defined as any software, data, podcasts, audio-visual data, downloadable books and other text and content, educational information and materials, communications, published works, photos, videos, graphics, music, sounds, or other material that can be viewed by or purchased by the users on our Website and/or offered as part of any Content or Services. Company or its Affiliates own the Company Content. No transfer of any intellectual property ownership rights for the Company Content is intended by this Agreement, or your use of our Website, Content and/or Services. Company Content, as defined herein, does not include the data or any other personal information or content that the user uploads or stores on the company server or makes available to us through the Website and/or as part of our Content and Services (“User Content”). For example, if your comments and communications with others and with us through the Website are part of the User Content.
2.5. Ownership of Company Content. By accepting these Terms, You agree that all Company Content presented to You on this Website, or as part of our Content or Services is protected by any and all intellectual property and/or other proprietary rights available within the Territory, and is the sole property of Company or its Affiliates. All custom graphics, trademarks, services marks, icons, logos and service names are registered or unregistered trademarks or service marks of Company or its Affiliates. Nothing in these Terms grants You any right to use any trademark, service mark, logo, and/or the name of Company or its Affiliates. Certain ideas, software, and processes incorporated into the Service available on this Website or made available as part of the Content or Services may be protected by a copyright and/or patent applications, or protected as trade secrets or proprietary information and/or data, or another intellectual property of the Company or its Affiliates.
2.6. Limitations on Use of Company Content. Except for a temporary copy that may be made as part of the operation, You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Company Content, or reverse engineer any Company Content (including Web pages, applets, etc.) from this Website and/or as part of our offered Content or Services in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Website, Content and/or Services violates our intellectual property interests and could result in criminal or civil penalties, in addition to the immediate termination of services. If you purchase any Company Content and/or Services on or through the Website, you agree to use the purchased Content and/or Services subject to specific additional limitations and conditions that may apply to the specific purchase item. In no event are You permitted to make, distribute, offer for sale or repackage and/or market the purchased Content and/or Services in, or on any media, or include it in any other product or service without Company’s express permission.
2.7. License to Access and Copy User Content (if applicable). When you submit, distribute, transmit, or post any communications or any other material or data, including to us (either through or on the Website and/or as part of our Services, or through our pages on third party sites, such as Instagram, Twitter, Facebook or any electronic bulletin boards), you give us a right and license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media formats or distribution channels. You agree that this license includes the right for the Company to use your User Content to provide, promote, and improve the Services, Content and operation of the Website. You agree that this license is irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid and royalty-free and will survive termination of your account. Please note that we may use User Content without compensation of any kind to you, including if we use User Content for advertising or promotional purposes. You also agree that if your User Content contains any ideas, concepts, know-how, or techniques, we can use the User Content and anything it contains for any purpose including, but not limited to, developing, manufacturing and marketing products. For clarity, we want you to know that this license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content. You also agree that you will respect the intellectual property rights of others, and represent and warrant that you have all of the necessary rights to grant us this license for all User Content that you transmit or upload to us.
Privacy, Security and DMCA Policy
3.1. Login Required. In order to access the Website, Content and/or Services, You may be asked to set up an account and password or use Your existing Facebook or other social media platform username and password. Our account registration page may request certain personal information from You (“Registration Information”). You will have the ability to maintain and periodically update Your Registration Information as You see fit. By registering, You agree that all information provided by You as Registration Information is true and accurate and that You will maintain and update this information as required in order to keep it current, complete, and accurate.
3.2. Passwords and Security. You agree that You are responsible for maintaining the security and confidentiality of Your password, and that You are fully responsible for all activities that are carried on under Your account. Therefore, You must take reasonable steps to ensure that others do not gain unauthorized access to Your password and account. If you authorize any other person or persons to have access to Your account, you agree to assume all the risks that may be associated with the unauthorized use or access being given to your account by the persons to whom you grant or permit access. You agree that the Company shall not be responsible for such unauthorized access.
3.4. DMCA Copyright Policy. In accordance with the Digital Millennium Copyright Act (the “DMCA”), Company has adopted the following policy toward copyright infringement on the Services. If we believe a user may be infringing upon someone’s intellectual property rights, we may remove the material. If we believe someone is repeatedly infringing, we will terminate that person’s access rights. If you believe someone has posted on the Website, or as part of the Content or Services a work that you own without your authorization, please send a notice of copyright infringement containing the following to our Designated Agent (whose contact information is below):
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
Your contact information, including address, telephone number and, if available, e-mail address;
A statement that you have a good faith belief that the material is not authorized by the copyright owner, its agent, or the law;
A statement made under penalty of perjury that the information provided is accurate and you are authorized to make the complaint on behalf of the copyright owner; and
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringe.
Please contact the Designated Agent for the Company, as indicated on the Website.
Rules of Conduct
Prohibited Use. As a condition of use and access to our Website, Content and/or Services, you promise not to use the Website, Content and/or Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity (and those you authorized to act for you) in connection with the Website, Content and/or Services.
Rules and Warranties Related to User Content. When you submit User Content to us, you represent and warrant that:
you hold all necessary right, title and license to such materials (in other words, you own it or have the right to make copies and to give the content and copies to us);
your submission of the User Content, and/or our use of it, do not and will not violate or infringe the rights of any third-parties, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights (you didn’t take it from someone else without permission);
your User Content is accurate, complete, up-to-date and not misleading;
your User Content does not include any profanity or obscene, indecent, or pornographic material;
your User Content does not contain any unauthorized or unsolicited advertising, such as spam, and does include anyone’s sensitive financial information.
your User Content does not contain software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; and
you or anything in your User Content do not impersonate any person or entity, or suggest any false affiliation or sponsorship.
Rules and Restrictions Related to Company Website, Content and Services. You may not do any of the following while accessing or using the Website, Content and/or Services:
interfere or attempt to interfere with the proper working of the Website, Content and/or Services, or any activities conducted on the Website, or a part of the Content and/or Services;
bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Website, Content and/or Services, including without limitation other accounts, computer systems or connected networks.
run any form of auto-responder or “spam” on the Website, or for the Content and/or Services;
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website, and/or harvest or scrape any text, images or any audio-visual content from the Website, or offered Content and/or Services;
decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website, Content and/or Services, except to the limited extent allowed by applicable laws; and may not modify, translate, or otherwise create derivative works of any part of the Website,
Content and/or Services;
copy, rent, lease, distribute, transmit, repackage, market, change, modify, or otherwise transfer to third parties the any of the rights that you receive hereunder, including any Content that you have purchased from the Company, or that is offered by the Company on or through the Website;
use Company’s trademark(s) in connection with any of your or third party product or service, or indicate any affiliation of your or third-party product or service with the Company, unless such permission is expressly granted by the Company; and
take any other action in violation of this Terms and Conditions, or any applicable local, state, national and international laws and regulations.
Disclaimer, Indemnification and Limitations on Damages
No Warranty. ALL CONTENT AND OFFERINGS ON THIS WEBSITE AND/OR CONTENTE AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE WEBSITE CONTENT AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, FREE FROM MALICIOUS SOFTWARE OR UNAUTHORIZED ACCESS AND OTHER UNAUTHORIZED ACTIONS OF THE THIRD PARTIES; (C) THE WEBSITE, CONTENT AND SERVICES, AND THE RESULTS THAT MAY BE OBTAINED FROM THEIR USE, WILL BE EFFECTIVE, ACCURATE, RELIABLE, ERROR-FREE AND MEET YOUR EXPECTATIONS.
5.2. Use on Your Device. The use of the Content and/or Services or the downloading or other acquisition of any products or Content through the Website and/or as part of the Services is done at Your own discretion and risk and with Your agreement that You will be solely responsible for any damage to Your smart phone or computer device, or loss of data that results from such activities.
5.3. No Warranty for Third-Party Infringement. While we make reasonable efforts, neither we or our Affiliates warrant or represent that Your use of materials displayed on, or obtained through this Website, as part of the Content and/or Services will not infringe the rights of third parties, or that the software or any content used in the Website, or used as part of the Content and/or Services is free of any malicious software of others.
5.4. No Guarantee of Results or Uninterrupted Functionality. Although Company works hard to provide high quality Service, You understand and acknowledge that we cannot promise or guarantee specific results from using the Website, Content and/or Services. You understand and agree that temporary interruptions of the Service may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide You with the Website, Content and/or Services, and that we are not responsible for any malicious software or unauthorized access or other actions of the third parties. You agree that the Website, Content and/or Services are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, non-delivery, misdelivery or failure to store any user communications or personalization settings, or any other User Content (as defined above).
5.5. International Use. Although this Website, Content and/or Services may be accessible worldwide, we make no representation that materials on this Website, Content and/or Services are appropriate or available for use in locations outside the Territory. If You choose to access this Website, Content and/or Services from outside the Territory, You are responsible for compliance with local laws in Your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Website, Content and/or Services is void where prohibited.
5.6. Warranty That User Content Does Not Violate Third Party Rights or Laws. You hereby warrant that any User Content that you have placed, uploaded or made available to anyone through the Website, Content and/or Services, and any of your actions that you take using Website, Content and/or Services, do not violate the third party’s rights, including without limitation any copyright, trademark, trade secret, property, privacy right or any other personal or proprietary right or interest, and do not violate any applicable laws, regulations of the applicable jurisdiction that may govern or be applicable to the User Content and you activities. You further warranty that the User Content and your activities using Website, Content and/or Services do not violate any agreement or contractual obligation with any other third party.
5.7. Limitation on Damages and Refund. In no event shall we or our Affiliates, officers or management be liable to You or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profit loss, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Website, Content and/or Services or of any website referenced or linked to from the Website, Content and/or Services. In any event, neither party shall be entitled to any damages that exceed the actual paid fees or paid price for the purchased Content and/or Services, provided that that such Content has not been delivered to the User and used by the User, or Service has not been performed by the Company for the User. The refund for the user-purchased Content and Service shall be the only monetary compensation and the maximum damage claim for any user of the Website, Content and/or Services agrees to claim under this Agreement.
5.8. Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS AFFILIATES, MANAGEMENT AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, LIABILITIES, JUDGMENTS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ASSESSED OR INCURRED BY COMPANY, DIRECTLY OR INDIRECTLY, WITH RESPECT TO OR ARISING OUT OF: (I) YOUR FAILURE TO COMPLY WITH THESE TERMS; (II) YOUR BREACH OF YOUR OBLIGATIONS UNDER THESE TERMS; AND/OR (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, TRADEMARK, TRADE SECRET, PROPERTY, PRIVACY RIGHT OR ANY OTHER PERSONAL OR PROPRIETARY RIGHT OR INTEREST. AND VIOLATION OF ANY LAW OR REGULATION OF THE APPLICABLE JURISDICTION THAT MAY GOVERN OR BE APLICABLE TO THE USER CONTENT.
Termination and Removal of Content
6.1. Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend Your access to all or part of the Website and/or Services with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive, or illegal activity, or any violation of this Agreement, may be grounds for barring Your access to this Website, Content and/or Services, and reporting You to the proper authorities, if necessary. Upon termination and regardless of the reason(s) motivating such termination, Your right to use the Website, Content and/or Services will immediately cease. We shall not be liable to You or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. All of the foregoing paragraphs shall survive any termination.
6.2. Right to Modify or Discontinue Services. WE RESERVE THE SOLE RIGHT TO EITHER MODIFY, REVISE, ADD OR DISCONTINUE THE WEBSITE, CONTENT AND/OR SERVICES, OR ANY PART THEREOF, INLCUDING CHANGING ASSOCIATED FEES AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT.
6.3. Availability and Removal of Content. We do not guarantee that any content, including Our Content or User Content, will be made available on the Website or as part of the Content and/or Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any content, including the User Content, in our sole discretion, at any time, without notice to you and for any reason, and (ii) to remove or block any User Content that you have provided to us.
7.1. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products or services available through our Website, Content and/or Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, epidemic, accident, computer viruses or malware, Internet operational disturbances, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
7.2. Exclusive Remedy for Delays and Termination Caused by Force Majeure. The Company agrees to make reasonable and commercially practicable efforts to restore operations and/or backup the data for use of the Website, Content and/or Services within reasonable time after any Force Majeure occurrence. In the event that restoring such operation by the Company is not possible or commercially feasible, then the only available remedy shall be termination of services and pro rata refund of any fees associated with the purchased Company’s Content and/or Services that have not been delivered to your. Upon issuance of such refund, the Company shall be excused from any further operations and you shall not assert any claims based on the terminated services or damages related to the Force Majeure events, termination of services or delays caused by such events.
Governing Law and Arbitration. This Agreement shall be governed and construed in accordance with the laws of the United States and the state of Hawaii, without reference to conflict of laws principles. Both parties agree that any controversy or claim between the parties based on this Agreement shall, on a written request of either party, be served by registered mail on the other party (at its last known business or residential address). The proceedings under this Agreement shall be brought exclusively before the American Arbitration Association for Commercial Disputes, and shall be limited to not more than two (2) days of proceedings, unless the parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, or in such proportions, as the arbitrator shall decide. Both parties agree to abide by the procedural, interim and final decisions of the arbitrator(s) and agree not to challenge the arbitration decisions, or enforcement of arbitration decisions in any court of another jurisdiction.
Remedies and Attorney Fees. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use of the Website, Content and/or Services, or Software and that aggrieved party may be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. In the event of legal proceedings relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and legal expenses.
Independent Contractors. Parties agree that their relationship is that of independent contractors, and that no employment, partnership or agency relationship is formed or contemplated by this Agreement. Neither Party has any authority to act as an agent for or to bind the other Party to this Agreement in any other way, nor shall make any contrary representations to any third party.
No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Website, Content and/or Services beyond the limited rights granted to You under these Terms.
Non-Competition. You agree that you will not, for yourself or on behalf of any other person or entity, in any way, use or reverse-engineer the Website, Content and/or Services offered by the use to compete with the business, products or services of the Company now or for a period of three (3) years after termination of your use of our Website, Content and/or Services.
Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Terms may not be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with the Website, Content and/or Services is in conflict or inconsistent with these Terms, these Terms shall take precedence.
Notices. You may direct any questions, complaints, or claims with respect to the Website, Content and/or Services to our designated contact on the Website.
No Third Party Rights. This Agreement does not create any rights in any third parties, except assigns, successors, heirs or as otherwise expressly permitted herein.