TERMS OF SERVICE
1 These Terms of Service (“Terms”, “Terms of Service”) govern your relationship with the CoachVantage software as a service offering available at https://www.coachvantage.com, operated by CoachVantage Private Limited (“us”, “we”, or “our”) (the “Service”). Please read these Terms of Service carefully before using the Service.
2 Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users who create accounts and pay for the Service (“Account Owners”), Account Owners team members’ who are added to their accounts (including administrators and coaching staff) (“Team Members”), other related permitted account users (including students or coachees) (“Clients”), visitors, and others who access or use the Service. Account Owners, Team Members and Clients must be at least 18 years old to access and use the Service.
3 By accessing or using the Service you agree to be bound by these Terms. Where your access and use is on behalf of another person (e.g. company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, both yourself and that person are bound by these Terms.
4 If you disagree with any part of the Terms then you may not access the Service, and you must immediately stop doing so.
5 We may change, modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
7 You, your Team Members and Clients must use the Service in accordance with these Terms for lawful purposes (including complying with any anti-spam legislation). When accessing the Service, you and your personnel must
a not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b correctly identify the sender of all electronic transmissions;
c not attempt to undermine the security or integrity of the Underlying Systems;
d not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
e not attempt to view, access or copy any material or data other than that which you are authorised to access; and to the extent necessary for you to use the Service in accordance with these Terms; and
f neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
These Terms were last updated on: 1 March 2021.
SUBSCRIPTIONS & FEES
8 If you are the Account Owner, you must pay fees to us for use of the Service, as set out on our Pricing page (as that page is amended from time to time), or as otherwise agreed in writing with us.
9 Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
10 At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account settings page, your My Subscription page or by contacting our customer support team. If you cancel your Subscription, your access to and use of the Service will end at the expiry of the then-current Subscription Billing Cycle.
11 A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide us with accurate and complete billing information including your full name, email address, and business name, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments.
12 You can upgrade your Subscription at any time from within your account on the My Subscription page, in which case at the beginning of your next Billing Cycle you will automatically be billed at the increased rate, including pro-rated fees for your previous month’s usage at the higher Subscription rate.
13 Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the Billing Cycle as indicated on the invoice. If you fail to make payment within 7 days following the end of your Billing Cycle, we may temporarily suspend or permanently cancel your use of and access to the Service, including deleting your Data, in accordance with these Terms.
14 The Subscription fees exclude all taxes, duties, and levies (including sales tax, which you must pay on taxable supplies). You are responsible for the payment of all taxes, duties and levies relating to the fees or Service.
15 We must use reasonable efforts to provide the Service in accordance with these Terms and Singapore law.
16 We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
17 You may be required to enter your billing information in order to sign up for the Free Trial.
18 If you do enter your billing information when signing up for the Free Trial, you will not be charged by us until the Free Trial has expired, and you have agreed to move to a paid Subscription by providing your payment information. On the last day of the Free Trial period, unless you move to a paid Subscription, your use of the Service will be suspended.
19 The Service is provided to you during the Free Trial on an as is basis, and despite any other provision in these Terms, all conditions, warranties, guarantees and indemnities in relation to the Service are excluded by us to the fullest extent permitted by law.
20 At any time and without notice, we reserve the right to:
a modify the terms and conditions of the Free Trial offer, or
b cancel such Free Trial offer.
21 Nothing in these Terms imposes any obligation:
a on you, at the termination or expiry of the Free Trial, to sign up to the paid version of the Service or any other service provided by us; or
b on us:
i at the termination or expiry of the Free Trial, to provide a paid Subscription of the Service or any other service to you; or
ii to maintain any feature or part of the Service in any paid subscription of the Service or any other service.
22 We, in our sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
23 We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
24 Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
25 Certain refund requests for Subscriptions may be considered by us on a case-by-case basis and granted in our sole discretion.
26 When you create an account with us, you must provide us information that is accurate, complete, and current at all times, and must promptly update that information so that the information remains accurate, complete, and current. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
27 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
28 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
29 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
30 You must:
a not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Services, Website or any Underlying System, or otherwise attempt to damage or interfere with the Services, Website or any Underlying System; and
b unless with our agreement, access the Services or the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
31 You indemnify us against all loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Services or Website by using your password.
32 We (and our licensors) own all proprietary and intellectual property rights in the Service (including its original content, features and functionality) and the Website (including all information, data, text, graphics, artworks, photographs, logos, icons, sound recordings, videos and look and feel). The Service is protected by copyright, trademark, and other laws of both the Singapore and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent. You must not contest or dispute that ownership, or that validity of those intellectual property rights.
33 Title to, and all intellectual property rights in, the Data (as between the parties) (as defined below) remains your property. Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
34 If the processing of Data (as defined below) is governed by the General Data Protection Regulation of the European Union (“GDPR”), the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.
35 You acknowledge that:
a we may require access to all data, content, and information, (including information about an identifiable, living person, and including personal data, personally identifiable information under applicable privacy and data protection laws (“Personal Data”), owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service (“Data”) to exercise our rights and perform our obligations under these Terms (including providing the Services to you, responding to trouble tickets and troubleshooting); and
b to the extent that it is necessary but subject to any confidentiality obligations, we may authorise a member or members of our personnel to access the Data for this purpose.
36 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 35.
37 You acknowledge and agree that:
a we may:
i use Data and information about your and your end users’ use of the Services to generate anonymised and aggregated statistical and analytical data (“Analytical Data”); and
ii use Analytical Data for our internal research and product development purposes (including improving the Services’ functionality) and to conduct statistical analysis and identify trends and insights;
b our rights under clause 37a above will survive termination or expiry of the Terms; and
c title to, and all intellectual property rights in, Analytical Data is and remains our property.
38 You acknowledge and agree that to the extent Data contains Personal Data, in collecting, holding and processing that data through the Service, we are acting as your agent for the purposes of the Personal Data Protection Act 2012 and any other applicable privacy law and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.
39 While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
40 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, defamatory, obscene, threatening, harmful, incorrect, misleading or unlawful in any way.
41 At any time prior to the cancellation by you of your Subscription, you may request a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software. After cancellation, we will delete the Data stored using the Service. Please ensure you have a backup copy of the Data you require prior to cancelling your Subscription.
LINKS TO OTHER WEBSITES
42 Our Service may contain links to third-party websites or services that are not owned or controlled by us.
43 We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
44 We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
45 Without prejudice to any other right or remedy available to us, we may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
46 Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
LIMITATION OF LIABILITY
47 In no event shall we, or our directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
48 To the maximum extent permitted by law, you access and use the Service at your risk and we are not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with the Terms, the Service, or your access and use of (or inability to access or use) the Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
49 To the maximum extent permitted by law, and only to the extent clause 48 does not apply, our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence) breach of regulatory duty or otherwise, must not in any year exceed $2,940.
50 We make no representation concerning the quality of the Service and your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
51 We (and our subsidiaries, affiliates, and its licensors) do not warrant that:
a the Service will function uninterrupted, secure or available at any particular time or location;
b any errors or defects will be corrected;
c the Service is secure, free of viruses or other harmful components; or
d the results of using the Service will meet your requirements.
52 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a supplying the Service again; and/or
b paying the costs of having the Service supplied again.
53 These Terms shall be governed and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
54 Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
55 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
56 No person other than you and us has any right to a benefit under, or to enforce, these Terms.
57 We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
58 To waive a right under these Terms, the waiver must be in writing.
59 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 40, 47, 48 and 53, continue in force.
60 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes are severed from these Terms. The remainder of these Terms will be binding on you.
61 These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms.
62 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
63 If you have any questions about these Terms, please contact us by sending an email to firstname.lastname@example.org