Please
read carefully these Terms of Service and other applicable terms and documents
referenced herein (collectively, this “Agreement”
or “Terms”) before using the website, application, platform, and or coaching
services (collectively, the “Services”)
provided by SuperHumans Unbound LLC (“NAME” or “we” or “us” or “our”), since this Agreement contains
legally binding terms.
By accessing or using the Services, you hereby represent, warrant, and affirm that you’re at least
eighteen (18) years of age. By accessing or using the Services, you (“you” or “your”) agree to be
bound by this Agreement, to the exclusion of all other terms. If you do not
agree with all of the terms and conditions of this Agreement, you are not
authorized to use the Services.
We
strive to improve the Services for you, so
our Terms may change from time to time. We’ll make sure to change the “Last Updated” date at the top of this page so you can
tell if these Terms have changed since your last visit. In
the event of a material change, NAME shall notify you via message or by means
of a prominent notice on the website or application. By continuing to use the Services
following such modifications, you agree to be bound by such modifications. If
you are not comfortable with the provisions of these Terms or with any changes
that we make to these Terms, please do not use the Services.
1. The Coaching Services.
1.1 Description of Coaching Services. The Coaching Services involve
online career coaching through a website, a mobile application or an online
communication platform in a 1:many, group or
1:1 basis, or any combination thereof (“Coaching Services”). The Coaching Services can help you achieve
career goals, get promoted faster by improving your skills, prepare you to face
tough challenges and adversity at work, among many other things.
1.2 Consent to Receive Periodic Messages
and Communications. As part of the Coaching
Services, you may receive emails, SMS texts, push notifications and phone calls
from us. By signing up and providing your email and phone number, you
agree to receive these communications from us. All notices from us
intended for receipt by you shall be deemed delivered and effective when sent
to the email address you provide when you registered for the Coaching Services.
You also acknowledge that these communications may be monitored and/or recorded
for quality assurance purposes, and you expressly consent to being monitored or
recorded. We promise to safeguard these communications and not share them
with your employer or with any other third party except in limited instances
clearly outlined in our Privacy
Policy.
To stop receiving phone calls or text messages, please email us at hello@superhumans.life.
2. Access,
Rights and Restrictions.
2.1 Registration. In order to use the Coaching Services, you will be
required to register. You agree to provide accurate, current and complete
information in connection with your registration and use of the Services (“Registration Data“) and agree to
maintain and promptly update your Registration Data as necessary to maintain
its accuracy. You may not use someone else's name, a
name that violates any third party right, or a name that is obscene or
otherwise objectionable. NAME reserves the right to suspend or terminate access
to and use of the NAME Services, or any portion thereof, on the basis of
inaccurate or incomplete Registration Data.
2.2 Access Grant. Subject to your compliance with this
Agreement, we grant to you a non-exclusive, non-transferable,
non-sublicenseable, right to access and make personal use of the NAME Services.
Except for the limited rights granted herein to access the NAME Services, we
reserve all right, title and interest in and to the NAME Services, including
all software, programming interfaces and other technology underlying the user
interface and online services through which you interact with NAME, and all content,
updates, upgrades and improvements to the NAME Services.
2.3 User Names and Passwords. You will safeguard your user name
and password. You will notify us immediately if you learn of any unauthorized
use of your user name and password or any other known or suspected breach of
security.
2.4 Restrictions. You will not: (i) adapt, alter, modify, improve, translate
or create derivative works of the NAME Services; (ii) reverse engineer,
decompile, disassemble or otherwise attempt to reconstruct or obtain the source
code to all or any portion of the NAME Services; or (iii) provide any third
party access to the NAME Services. You may not access or use the Services for
purposes of monitoring availability, performance or functionality, or for any
other benchmarking or competitive purposes. You will not use the Services to engage in any activities that are, infringing,
libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful,
obscene, pornographic, abusive, threatening, tortious, in violation of any
privacy or intellectual property rights, or otherwise unlawful, or to transmit
malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts,
agents, bots or programs. NAME strictly
prohibits any other use of any content available through the NAME Services,
including but not limited to: any downloading, copying or other use of the
content or the Services for purposes competitive to NAME or for the benefit of
another vendor or any third party.
2.8
Feedback.
We may use any reports, comments, ratings, reviews and suggestions in any form
regarding the Services that you provide to us (collectively, the “Feedback”). You grant us a worldwide,
non-exclusive, irrevocable, perpetual, royalty-free right and license to
incorporate and use the Feedback in connection with any products and services.
2.9
Other Applications. The Services may (but we are not required to) enable your
access to third party websites and applications (“Other Applications”). We do not control Other Applications. You
are solely responsible for your use of the Other Applications, including
compliance with all terms, rules and policies with respect to such Other
Applications. Under no circumstances will we be liable in any way for Other
Applications, including any inability or failure to enable access to Other
Applications from the NAME Services.
2.10
Availability of Services.
NAME reserves the right to modify the Services from time to time and makes no
guarantees as to the continuous availability of the Services or of any specific
feature(s) or functionality(ies) of the NAME Services.
2.11 Termination. You may cancel your NAME membership at any
time by contacting NAME support. NAME may terminate your membership and refuse
any and all current or future use of the NAME Services, or any portion thereof,
(1) in order to comply with applicable Law, (2) if you provide any information
that NAME determines, in its sole discretion, to be untrue, inaccurate, not
current or incomplete (or if the information becomes untrue, inaccurate, not
current or incomplete), (3) if NAME determines, in its sole discretion, that
you are using your membership in a manner not permitted by these Terms, or (4)
in other circumstances, as NAME deems appropriate in its sole discretion. Termination of your access or use will not
waive or affect any other right or relief to which NAME may be entitled, at law
or in equity.
3. Payment
3.1 There are no fees for the free version of
the app. In consideration for the
Services (i.e. coaching sessions) provided by NAME, Client agrees to pay NAME
such compensation as provided in the app, subscription form or applicable order
form (“Fees”). Fees may be required to
be paid in advance or in installments.
3.2 Client acknowledges and agrees that there
shall be no refunds under this Agreement for any reason, any Service delivered
or scheduled to be delivered, whatsoever, including termination of this
Agreement regardless of the cause of such termination. In case Client requests
early termination for any reason whatsoever, Client shall still be liable for
all Fees due for the entire Term.
3.3 Any Coaching session missed, cancelled,
or changed without at least twenty-four (24) hour notice will result in a
charge equal to 100% of the Fees.
3.4 Interest and finance charges will accrue on all late payments, and will
be charged at the maximum rate allowable by law, or at 2% per month, whichever
is less. You
will be responsible for all reasonable expenses (including attorneys’ fees)
incurred by NAME in collecting late or unpaid Fees due hereunder. Nothing mentioned herein will limit any additional rights and
remedies available to NAME at law or in equity arising out of your failure to
make payment.
4.
Confidential Information.
4.1
“Confidential Information” means any and all confidential or proprietary information
regarding the disclosing party
or its businesses which
may include without limitation: (a) trade secrets; (b) ideas,
samples, media, works of authorship, models, products and services (current,
future, and proposed) experimental work, development, design details and
specifications, financial information; and (c) all other information that the
receiving party knew, or reasonably should have known, was the Confidential
Information of the disclosing party. The
coaching relationship, as well as all information (documented or verbal) that
you share as part of this relationship, is bound to confidentiality but is not
considered a legally confidential relationship (like in medicine or law). In
addition, certain information you provide during coaching sessions may not be
kept confidential if the Coach, in the Coach’s professional opinion, believes
there is a duty to disclose (i.e. illegal
activity, pursuant to valid court order or subpoena; imminent or likely risk of
danger to self or to others; etc). “Confidential Information” shall not
include information: (a) that was independently developed by the receiving
party in a manner not otherwise in violation or breach of this Agreement; (b)
that was rightfully known to the receiving party prior to receipt from the
disclosing party; or (c) becomes generally available to the public or known to
the receiving party by any means, including from a third party, not involving
breach of an obligation of confidentiality with respect to such information.
For the avoidance of doubt, all of our APIs, documentation, code, software,
technologies, processes, data, and all other non-public information regarding
the Services is deemed to be Confidential Information of NAME.
4.2
Obligations. The
receiving party agrees that at all times and notwithstanding any termination or
expiration of this Agreement it will hold in strict confidence and not disclose
to any third party any Confidential Information of the disclosing party, except
as approved in writing by the disclosing party, and will use the Confidential
Information of the disclosing party for no purpose other than as contemplated
herein. The
receiving party (whether you or us) will protect the confidentiality of the
disclosing party’s Confidential Information with the same degree of care, but
no less than reasonable care, as used to protect receiving party’s own
confidential information of a similar nature. Each party will limit the
distribution and communication of such Confidential Information only to
employees or agents of the receiving party or the receiving party’s affiliates
with a need to know for the purposes contemplated by this Agreement. If
receiving party is required pursuant to a legal proceeding or other legal or
regulatory requirement to disclose any Confidential Information, reasonable
prior notice will be given to the disclosing party in order to contest or limit
such disclosure. Each party agrees that it will not publicly or privately
disparage, demean, or impugn the reputation of, or encourage, assist or direct
another person or entity to, publicly or privately disparage, demean, or impugn
the reputation of, the other party, and as it specifically relates to NAME, the
way it conducts its business and affairs, or any of NAME’s products, services,
affiliates, suppliers, vendors, or current or former officers, directors,
trustees, employees, agents, administrators, representatives or
fiduciaries. Each party agrees that the other party may suffer
irreparable harm if a party fails to comply with its obligations set forth
herein (including other obligations pertaining to intellectual property rights,
and the parties agree that the non-breaching party will, in addition to any
other remedies available at law or in equity, be entitled to the issuance of
injunctive relief to enforce the provisions hereof as well as seek specific
performance, immediately and without the necessity of posting a bond.
5.
Representations and Warranties.
5.1
By NAME.
We represent and warrant that: (a) we have the right, power and authority to
enter into and to perform pursuant to this Agreement; and (b) the services we
provide hereunder will be performed in a professional and workmanlike manner in
accordance with industry standards. In the event that NAME breaches this
warranty, NAME will, to the extent possible, re-perform the services in a
manner consistent with the warranty, with the understanding that re-performance
is the sole and exclusive remedy for any breach.
5.2
By You.
You represent and warrant that: (a) you have the right, power and authority to
enter into and to perform pursuant to this Agreement, including granting to NAME
any licenses hereunder for the purposes contemplated herein; and (b) you will
comply with all applicable federal, state, and local laws and regulations in
connection with your use of the NAME Platform.
6.
Disclaimer of Warranties.
6.1 EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, THE NAME SERVICES ARE PROVIDED “AS IS” AND
“AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND
WITH REGARD TO THE SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERNAMEANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT.
6.2 FURTHERMORE
AND WITHOUT LIMITATION, NAME DOES NOT WARRANT THAT: A) INFORMATION ON THE SERVICES
IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; B) THE FUNCTIONS OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR C) THE USE
OF NAME’S SERVICES WILL RESULT IN ANY PARTICULAR RESULTS.
6.3 You
acknowledge that any advice, information, suggestions, recommendations or
guidance provided is not prescriptive or binding and that you are solely
responsible for your interpretations of any such advice or information, for the
results of any actions or omissions that you may choose to take as a result of
using the Services, and for any loss, damage or other liability that may arise
in connection with your use of the Services.
You
understand coaching is not therapy and does not substitute for therapy if
needed, and does not prevent, cure, or treat any mental disorder or medical
disease. You understand that coaching is
not to be used as a substitute for professional advice by legal, mental,
medical or other qualified professionals and will seek independent professional
guidance for such matters. You agree
that NAME has made no agreements, representations or warranties other than
those expressly set forth herein, and that no future agreement, representation
or warranty with regard to Services provided under this Agreement shall be
effective unless expressly stated in a written amendment to this Agreement
signed by both you and NAME.
7.
Privacy.
NAME’s privacy practices are governed by NAME’s privacy policy, the most updated copy of which can be found at https://superhumans.life/privacy-policy-2 ("Privacy Policy"). The Privacy Policy does not cover the information practices exercised by any third parties that NAME does not own or control.
8. Limitation of Liability.
8.1 Limitation of Liability. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAME BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR DAMAGES ARISING FROM
WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, NAME’S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE FEES PAID BY
YOU TO NAME FOR THE TWELVE MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE
TO THE CLAIM. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THESE
LIMITATIONS OF LIABILITY, WE WOULD NOT PROVIDE THE Services TO YOU.
8.2
If
you are a California resident, you waive California Civil Code Section 1542,
which says: “A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which, if known by him must have materially affected his settlement
with the debtor.”
9.
Indemnification.
9.1
Indemnification
Obligations. You agree
to defend, indemnify and hold harmless NAME, and its respective employees,
agents, officers, directors, affiliates and representatives from damages,
liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively,
“Losses”) resulting from any and all
claims, judgments or proceedings (collectively, “Claims”)
arising directly or indirectly out of: (a) your use of the Services including
any acts or omissions taken in reliance on the Services; (b) your breach of
this Agreement; or, (c) any infringement of rights or violation of law
therefrom.
9.2 NAME agrees to defend, indemnify and
hold you harmless from Losses
resulting from any and all third party Claims
arising out of: (a) NAME’s breach of this Agreement; or, (b) any infringement
of rights or violation of law therefrom.
9.3
Process.
The party seeking indemnification (the “Indemnified Party”), will give to the other party (the “Indemnifying Party”) prompt written notice and control of the defense and
settlement of, and reasonable assistance and information regarding, the claim.
The Indemnified Party’s failure to do so will not relieve the Indemnifying
Party of its obligations under this section except to the extent the
Indemnifying Party is materially prejudiced by such failure. The
Indemnified Party may participate in (but not control) the defense and/or
settlement of any such claim at its own expense but may not settle or compromise
the claim without the Indemnifying Party’s written consent. The
Indemnifying Party will not settle or compromise any such action in a manner
that does not include a release of the Indemnified Party from all liability
with respect to the claim. This Section states NAME’s entire liability, and
your exclusive remedy, for any and all third party infringement claims with
respect to the NAME services.
10.
Termination
10.1
Term. This
Agreement shall commence on the day you first access the Services and shall
continue in full force and effect for so long as you use the Services or until
terminated by either party in accordance with this Agreement. NAME may
terminate this Agreement for its convenience at any time upon notice.
10.2
Termination for Cause. Either party may terminate this Agreement for cause: (a)
upon thirty (30) days’ notice to the other party of a material breach if such
breach remains uncured at the expiration of such period or (b) immediately, if
the other party becomes the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, liquidation or assignment for the benefit of
creditors.
10.3
Suspension. We may immediately suspend or terminate your access to all
or any portion of the Services if we become aware or reasonably suspect that:
(a) your use of the Services violates applicable local, state, federal, or
foreign laws or regulations or any terms of this Agreement, or (b) your
continued use of the Services will disrupt use of the Services by others, poses
a security risk to the NAME Services, may harm NAME or its systems, may subject
NAME or any third party to liability or if we believe in our reasonable
discretion that your use of the Services is unsuitable in any way. NAME may
provide you with notice of any such suspension and an opportunity to remedy the
issue unless we in good faith believe doing so will result in imminent harm.
10.4
Survival.
Provisions of this Agreement that by their nature or terms are intended to
survive expiration or termination, will survive including without limitation
those relating to payment obligations, indemnity, confidentiality and
limitations of liability.
11.
GENERAL PROVISIONS
11.1 Force
Majeure. Except for obligations to pay fees hereunder, no delay, failure or
omission by either party to carry out or observe any of its obligations
hereunder will give rise to any claim against such party or be deemed to be a
breach of this Agreement if and for as long as such failure or omission arises
from any cause beyond the reasonable control of that party.
11.2
Trademarks.
Neither party grants to the other party any right, title or license to use its name,
logo or trademarks pursuant to this Agreement.
11.3
Governing Law; Limitation of Claims. This Agreement will be governed by and construed in
accordance with the laws of the State of Wyoming. The Uniform Computer
Information Transactions Act will not apply and will not be invoked in any
judicial or arbitral proceeding concerning this Agreement. You agree that
regardless of any statute or law to the contrary, any claim or cause of action
against NAME arising out of or related to this Agreement must be filed within
one year after such claim or cause of action arose, or be forever barred.
11.4
Dispute Resolution.
Any disputes arising out of or related to this Agreement will be referred to and
finally settled by binding arbitration in Campbell County, WY, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
in effect at the time of arbitration except as inconsistent with this section.
All awards may if necessary be enforced by any court having jurisdiction. The
existence of any dispute, the existence or details of the arbitration
proceeding, and all related documents, materials, evidence, judgments and
awards therein, must be kept confidential. Except as required by law, no party
will make any public announcements with respect to the proceeding or the award,
except as required to enforce same. The parties hereby waive the right to a
trial by jury and agree to only bring claims in an individual capacity and not
as a plaintiff or class member in any purported class or representative
proceeding. Notwithstanding the foregoing, nothing in this section will
preclude the right and ability for you or us to file and maintain at any time
an action for recovery of injunctive or provisional relief in any court of
competent jurisdiction under applicable law.
11.5
Assignment.
Neither party may assign, delegate or transfer this Agreement or the party’s
rights or obligations under this Agreement, without the other party’s prior
written consent, provided that no such consent is required in the event of
assignment or transfer to NAME’s affiliate or the transfer of the majority of
our stock or all or substantially all of our assets relating to this Agreement,
by merger, acquisition or otherwise. Any purported assignment or transfer in
violation of this paragraph will be void. This Agreement is binding on, and is
for the benefit of, the parties and their respective and permitted successors
and assigns.
11.6
Entire Agreement, Waiver, Relationship. This Agreement is the entire agreement between NAME
and you regarding your use of the Services and supersedes any prior agreements
or understandings. If any provision of this Agreement is held to be invalid,
the provision will be construed to the extent enforceable, and the other
provisions of this Agreement remain in full force and effect. No waiver of any
provision of this Agreement will be deemed a continuing waiver of such
provision or any other provision, and our failure to assert any right or
provision under this Agreement will not constitute a waiver of such right or
provision. Nothing in this Agreement will be deemed to create an agency,
partnership, joint venture, employee-employer or franchisor-franchisee
relationship of any kind between us and any User or other person or entity, nor
does this Agreement extend rights to any third party except as explicitly
stated herein.
11.7 Notice. Any notice required hereunder shall be in writing, and will be deemed to have been duly given upon (i) within three (3) days if mailed by first-class, registered or certified U.S. mail, postage prepaid, return receipt requested, (ii) upon the date of delivery if sent via overnight delivery service, or (iii) upon the date of confirmed receipt, as confirmed or acknowledged by recipient, of the email or facsimile if sent via email or facsimile. Notwithstanding anything to the contrary herein, you accept all notices hereunder as provided in section 1.4 of these Terms.
11.8 Severability. If any provision of these Terms is deemed unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable laws.
