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Customer Subscription Services Agreement International EN
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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. 

BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON  ITS BEHALF.

SUBSCRIPTION SERVICES AGREEMENT

This agreement (Agreement) is between the customer agreeing to these terms (Customer) and the CoachHub entity assigned at coachhub.com/terms (CoachHub), and is effective as of the date of the last signature.

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  1. SOFTWARE SERVICE.
  1. This agreement provides Customer and its Affiliates (defined below) coaching services and access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, as specified on an Order (defined below, together Services). The Service offers digital coaching services made available via CoachHub’s digital coaching platform: appointments, digital coaching content (as designed by the Coaches) such as exercises, texts, and other media. This offer is not intended for users under the age of 18 years.
  2. CoachHub will perform the Services in accordance with the terms of this Agreement and the applicable work order, quote, schedule, or order form (Order). Except as otherwise provided in the applicable Order Form, CoachHub will have exclusive control over the manner and means of performing the Services, including the choice of place and time, and will use CoachHub’s expertise as well as the expertise of certified Coaches in performing the Services. Customer will not have to bear any expenses towards a place of work for CoachHub’s employees, independent contractors and agents or equipment, tools, and other materials necessary for them to perform the Services. Any Orders for the Service are governed by the terms of this Agreement. For the sake of clarity, Customer will need and is responsible for its equipment to access the internet.
  3. CoachHub represents and warrants that within the context of this Agreement, CoachHub (i) will perform the Services in a professional manner consistent with the highest industry standards, (ii) has full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by CoachHub in this Agreement, (iii) will comply with all laws, regulations, and ordinances applicable to CoachHub’s performance of the Services and CoachHub’s other obligations under this Agreement, including export control laws, and has obtained (or before performing the Services will obtain) all governmental permits and licenses required for CoachHub to perform the Services and CoachHub’s other obligations under this Agreement;  and (iv) its employees as well as its independent contractors performing Services hereunder will have sufficient expertise, training, licenses and experience to successfully perform the Services. CoachHub agrees that all its personnel as well as its independent contractors shall be compensated, taxes withheld when applicable, and other benefits made available as required by applicable law and regulations by CoachHub.

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  1. USE OF SERVICE.
  1. Customer Owned Information. All data and information uploaded by Customer (including by its employees) to the Service and reports generated about coached employees of Customer (Coachee) remain the property of Customer, as between CoachHub and Customer (Customer Information). Customer grants CoachHub the right to use the Customer Information solely for purposes of performing under this Agreement. During the term of this Agreement, Customer may export its Customer Information as allowed by functionality within the Service. Please contact support for more information regarding who can access what information and what data can be exported from the Service .
  1. Affiliates and Contractors. Customer, including its Affiliates, may enter into Orders with CoachHub and its Affiliates. An Affiliate entering into an Order agrees to be bound by this Agreement as if it were an original party hereto. Customer may allow its Affiliates and contractors to use the Service, provided Customer is responsible for their compliance with the terms of this Agreement, and use by its Affiliates and contractors is solely for Customer’s or Affiliate’s benefit. Affiliate means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.
  1. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for Customer Information and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify CoachHub promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's technical documentation and applicable law. Where a fair use policy applies (for example, for unlimited coaching), Customer shall not unreasonably exceed a use which is typical and reasonable under the circumstances (Fair Use).
  1. CoachHub Support. CoachHub must provide Customer support for the Service under the terms of CoachHub's Customer Support Policy [linked] (Support).
  1. Pilot. If Customer has registered for a pilot use of the Service, Customer may access the Service for the time period specified by CoachHub. The Service is provided 'AS IS', with no warranty during this time period. All Customer Information will be deleted after the trial period, unless Customer converts its account to a paid Service.

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  1. SERVICE LEVEL AGREEMENT AND WARRANTY.
  1. Availability Warranty. CoachHub warrants to Customer that CoachHub will maintain the availability of the Service as provided in the Service Level Agreement (excluding maintenance outages, outages beyond CoachHub's reasonable control, and outages that result from any Customer technology issues). CUSTOMER'S EXCLUSIVE REMEDY AND COACHHUB'S SOLE OBLIGATION FOR ITS FAILURE TO MEET THIS WARRANTY WILL BE FOR COACHHUB TO PROVIDE A CREDIT FOR THE APPLICABLE MONTH, AS PROVIDED IN THE CHART LINKED ABOVE (IF THIS AGREEMENT IS NOT RENEWED, THEN A REFUND FOR THE MONTH), PROVIDED THAT CUSTOMER NOTIFIES COACHHUB OF SUCH BREACH WITHIN 30 DAYS OF THE END OF THAT MONTH.
  1. Warranty. CoachHub warrants to Customer that: (i) CoachHub will not materially decrease the overall security of the Service; (ii) the Service will perform materially in accordance with its technical documentation; and (iii) CoachHub will not materially decrease the overall functionality of the Service or the scope of Support. For any breach of this warranty, Customer’s exclusive remedies are those described in the “Mutual Termination for Material Breach” and “Effect of Termination” sections set forth in this Agreement.
  1. MAJOR OUTAGE. NOTWITHSTANDING THE FOREGOING, IF THE SERVICE IS AVAILABLE LESS THAN 98% FOR AT LEAST 2 CONSECUTIVE MONTHS OR ANY 3 MONTHS IN A 6-MONTH PERIOD (OTHER THAN WITH RESPECT TO THE SLA EXCLUSIONS), THEN UPON WRITTEN NOTICE, CUSTOMER MAY TERMINATE THE APPLICABLE ORDER AND COACHHUB WILL REFUND ANY UNUSED AND PREPAID FEES FOR THE SERVICE, CONDITIONED ON CUSTOMER EXERCISING THIS TERMINATION RIGHT WITHIN 3 MONTHS OF THE FIRST DATE CUSTOMER CAN EXERCISE THIS TERMINATION RIGHT FOR THE APPLICABLE SLA VIOLATIONS.
  1. DISCLAIMER. COACHHUB DOES NOT PROVIDE MEDICAL OR PSYCHOLOGICAL ADVICE. COACHES ARE ENCOURAGED TO DIRECT USERS TO MEDICAL OR PSYCHOLOGICAL EXPERTS WHEN APPROPRIATE. COACHHUB CONNECTS USERS TO CERTIFIED COACHES, WHO DETERMINE THE CONTENT OF THE COACHING SESSIONS BASED ON THEIR EXPERIENCE AS WELL AS APPLICABLE COACHING BEST PRACTICES IN AGREEMENT WITH THE COACHEE. COACHHUB DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE COACHHUB TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, COACHHUB DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

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  1. PAYMENT.
  1. Fees and Payment. Customer must pay all fees as specified on the Order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If CoachHub has the legal obligation to pay or collect taxes for which Customer is responsible under this section, CoachHub will invoice Customer and Customer will pay that amount unless Customer provides CoachHub with a valid tax exemption certificate authorized by the appropriate taxing authority. Any orders for the Service are governed by the terms of this Agreement.

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  1. MUTUAL CONFIDENTIALITY.
  1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). CoachHub's Confidential Information includes, without limitation, the Service and pricing information. Customer's Confidential Information includes, without limitation, the Customer Information.
  1. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality Agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
  1. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  2. Each party hereby disclaims any and all warranties, whether implied, express, statutory or otherwise (including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, and quiet enjoyment), with respect to any Confidential Information or other information or materials supplied by supplied by the party under this Agreement, including any warranties with respect to any specifications for the Deliverables hereunder.
  1. Data  Security Measures.
  1. Security Measures. CoachHub: (i) implements and maintains reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of Customer's Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer's Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, Security Measures).
  1. Notice of Data Breach. If CoachHub becomes aware that Customer Information was accessed or disclosed in breach of this Agreement, CoachHub will so notify Customer without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to Customer regarding the nature and scope of the breach.

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  1. PROPERTY.
  1. Reservation of Rights. CoachHub and its licensors are the sole owners of the Service and any enhancements or modifications, including all associated intellectual property rights, and they remain only with CoachHub Customer may not remove or modify any proprietary marking or restrictive legends in the Service. CoachHub reserves all rights that are not expressly granted in this Agreement.
  2. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. CoachHub may suspend Service to Customer if CoachHub believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such an event, CoachHub will work with Customer to address the issue and restore Service as quickly as possible.
  3. Information. CoachHub may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify Customer Information, and there is no means to re-identify Customer Information. CoachHub retains all intellectual property rights in such information.

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  1. TERM AND TERMINATION.
  1. Term. This Agreement continues until the 30th day after all Orders have expired, unless earlier terminated as provided below.
  1. Term of Orders. The term of each Order are specified in the Order.
  1. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this Agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
  1. Return of Customer Information.
  1. Within 15 days after termination, upon request CoachHub will make the Service available for Customer to export Customer Information as provided in Section 2(a).
  1. After such 15-day period, CoachHub has no obligation to maintain the Customer Information and may destroy it.
  1. Effect of Termination. If this Agreement is terminated for CoachHub's breach, CoachHub will refund Customer fees prepaid for the remainder of the term of all Orders after the termination effective date. If this Agreement is terminated for Customer’s breach, Customer will pay any unpaid fees for the term of all Orders. Upon request, following any termination of this Agreement, each party will destroy or return all of the other party’s property that it holds, subject to the “Return of Customer Information” section above.

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  1. LIABILITY LIMIT.
  1. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COACHHUB IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
  1. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COACHHUB'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED FIVE TIMES THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

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  1. INDEMNIFICATION FOR THIRD-PARTY INFRINGEMENT CLAIMS.

CoachHub will defend or settle any third-party claim against Customer to the extent that such claim alleges that CoachHub technology used to provide the Service infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies CoachHub of the claim in writing, cooperates with CoachHub in the defense, and allows CoachHub to solely control the defense or settlement of the claim. Costs. CoachHub will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, CoachHub-negotiated settlement amounts agreed to by CoachHub, and court-awarded damages. Process. If such a claim appears likely, then CoachHub may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If CoachHub determines that none of these are reasonably available, then CoachHub may terminate the Service and refund any prepaid and unused fees. Exclusions. CoachHub has no obligation for any claim arising from: CoachHub's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; Customer Information; or technology or aspects not provided by CoachHub. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND COACHHUB'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

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  1. GOVERNING LAW AND FORUM.

This Agreement is governed by the laws of the state of New York (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for the county in the state of New York, except: If Customer is not domiciled in the USA, any suit or legal proceeding must be exclusively brought in the federal or state courts for the county in the state where Customer has its headquarters. The prevailing party in any litigation is entitled to recover its reasonable attorneys' fees and costs from the other party.

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  1. OTHER TERMS.
  1. Entire Agreement and Changes. This Agreement and the Order constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or Agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless both parties sign it or it is modified through an online process specified by CoachHub.
  1. No Assignment. Neither party may assign or transfer this Agreement to a third party, nor delegate any duty, except that the Agreement and all Orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an Affiliate.
  1. Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
  2. Europe & Data Protection & Terms. To the extent the GDPR applies or a data protection addendum is required for other purposes under Applicable Law (as defined therein), the International Data Protection Addendum linked here applies. Which terms apply to which Customer is determined at coachhub.com/terms.
  1. Independent Contractors. The parties are independent contractors with respect to each other.
  1. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
  1. No Additional Terms. CoachHub rejects additional or conflicting terms of Customer or a Customer Affiliate including without limitation Customer's or a Customer Affiliate’s form-purchasing document.
  1. Order of Precedence. If there is an inconsistency between this Agreement and an Order, the Order prevails.
  1. Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this Agreement must survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable.
  1. Feedback. If Customer provides feedback or suggestions about the Service, then CoachHub (and those it allows to use its technology) may use such information without obligation to Customer.
  2. Reference. Customer agrees to act as a reference account that will, upon CoachHub's reasonable request, provide Service-related comments to the press, and current or prospective customers and participate in Service-related case studies. Customer agrees to issue joint press releases with CoachHub regarding the Service. Customer agrees to allow CoachHub to use its name and logo in its marketing communications and materials, in accordance with Customer’s trademark guidelines and policies.

2022-01-27