This Authorized User Agreement (the “AUA”), effective as of the date you click “I ACCEPT” below, is made by and between TeacherCoach, LLC (“TEACHERCOACH”), and you (“you” or the “AUTHORIZED USER”), the individual accessing these hosted services (the “Services”) through this website (the “Site”).
1. Acceptance of Terms. This AUA may be updated by TEACHERCOACH from time to time without notice to you. Please check this AUA periodically for changes. If you do not agree to this AUA, please do not access this Site or use the Services. Your continued accessing of this Site and use of the Services following the posting of any changes to this AUA constitutes acceptance of those changes. In the event you have entered into an another agreement with TEACHERCOACH concerning this Site or the Services, the terms of such other agreement shall govern in the event of a conflict with this AUA.
3. Proprietary Rights. You acknowledge and agree that all content available on this Site (“Content”) is protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and laws. You agree that as between you and TEACHERCOACH, TEACHERCOACH is the owner of all such Content. You may not reproduce, distribute, republish, retransmit, sell, license, rent, modify, publicly display, or publicly perform such Content or other information or materials. You also may not use any TEACHERCOACH trademark and/or service mark for any purpose. Notwithstanding the above, you may print or download one copy of the Content on this Site on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from TEACHERCOACH is prohibited.
4. Services You acknowledge and understand that TEACHERCOACH is a passive conduit and an interactive provider for the publication and distribution of Content. TEACHERCOACH does not have any obligation to investigate the accuracy of Content or the quality of work performed by providers listed on the Site. By accessing the Site and using the Services, you agree that you are solely responsibility to evaluate the risks associated with the use of Content. Under no circumstances will TEACHERCOACH be liable in any way for any Content including, without limitation, any Content that contains errors or omissions, or for any loss or damage of any kind incurred as a result of the use of Content. You acknowledge and agree that no providers listed on the Site are employees, representatives or agents of TEACHERCOACH, and none have authority to hold themselves out as having, any right, power, or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon TEACHERCOACH.
5. Third Party Sites. This Site may provide links to other websites on the Internet. TEACHERCOACH makes no representations whatsoever about these other websites. The provision of links to other websites on the Internet should not imply TEACHERCOACH’s endorsement of any such websites or any association with these other sites’ operators. These websites are not under the control of TEACHERCOACH, and you acknowledge that TEACHERCOACH is not responsible for the accuracy, legality, decency, copyright compliance, or any other content of such sites. You also acknowledge that TEACHERCOACH 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 the content, goods or services available on or through any websites linked to this Site.
6. User Conduct.
You agree to not use this Site to:
a. upload, post, email or otherwise transmit any Submissions that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including but not limited to, a TEACHERCOACH official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge any TCP/IP packet headers or any part of the header information or otherwise manipulate identifiers in order to disguise the origin of any Submissions transmitted through this Site;
e. upload, post, email or otherwise transmit any Submissions that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email or otherwise transmit any Submissions, including metatags, that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation except in those areas of this Site that are designated for such purposes;
i. disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
j. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to this Site;
k. stalk or otherwise harass another;
l. circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content;
m. attempt to probe, scan, or test the vulnerability of any TEACHERCOACH system or network or breach or impair or circumvent any security or authentication measures protecting the Site or the services;
n. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or the services; or
o. collect or store personal data about other users.
You acknowledge that TEACHERCOACH does not pre-screen Submissions, but that TEACHERCOACH and its designees shall have the right (but not the obligation) in their sole discretion to refuse, or to remove, any Submissions that are available via this Site. Without limiting the foregoing, TEACHERCOACH and its designees shall have the right to remove any Submissions that violate the Terms of Service or is otherwise objectionable as determined by TEACHERCOACH in its sole discretion. You acknowledge and agree that you can neither require TEACHERCOACH to place Submissions on the Site nor remove Submissions from the Site. You agree that you must evaluate, and bear all risks associated with, the use of any Submissions, including any reliance on the accuracy, completeness, or usefulness of such Submissions.
You acknowledge and agree that TEACHERCOACH may preserve Submissions and may also disclose Submissions if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Submissions violate the rights of third parties; or (d) protect the rights, property, or personal safety of TEACHERCOACH, its users and the public.
7. Your Submissions. You agree represent and agree that Submissions you elect to post to the Site are not confidential or proprietary, and are complete and accurate in all materially respects, and you grant TEACHERCOACH the world-wide, royalty free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Submissions (in whole or in part), in any form, media, or technology now known or later developed. You are solely responsible for updating any and all information included in your Submissions to the Site.
8. Disclaimer of Warranties. THE INFORMATION PROVIDED ON THIS SITE IS FOR INFORMATIONAL PURPOSES ONLY. NO JUDGMENT OR WARRANTY IS MADE WITH RESPECT TO THE QUALIFICATIONS OR SERVICES PROVIDED BY THE PROVIDERS LISTED ON THIS SITE, AND TEACHERCOACH TAKES NO RESPONSIBILITY FOR SUCH PROVIDERS OR SERVICES. PROVIDERS MAY PAY A FEE TO TEACHERCOACH TO BE LISTED ON THIS SITE. THE INFORMATION PRESENTED THROUGHOUT THIS SITE IS NOT INTENDED TO BE CONSTRUED AS, OR TO BE A SUBSTITUTE FOR, PROFESSIONAL ADVICE. FOR SPECIFIC MEDICAL QUESTIONS, PLEASE SEE A LICENSED HEALTH CARE PROFESSIONAL. FOR SPECIFIC LEGAL QUESTIONS, PLEASE SEE A LICENSED ATTORNEY. THE INFORMATION PROVIDED IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE TAKEN AS MEDICAL ADVICE OR TREATMENT INFORMATION, OR LEGAL ADVICE. TEACHERCOACH DOES NOT ASSUME RESPONSIBILITY FOR ENFORCING ANY PROVIDER’S ADHERENCE TO THE CODE OF ETHICS FOUND ON THE SITE. ALTHOUGH TEACHERCOACH MAY CITE OR DISCUSS CERTAIN PROVIDERS, PERSPECTIVES AND PRODUCTS, WE DO NOT RECOMMEND OR ENDORSE THEM IN ANY CAPACITY. TEACHERCOACH FURTHER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR INJURY OR IMPAIRMENT EXPERIENCED BY ANY USERS WHO UTILIZE ANY PRODUCTS, PROVIDERS, INFORMATION OR CONCEPTS MENTIONED ON THIS SITE.
ALL CONTENT INCLUDING, WITHOUT LIMITATION, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE, IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TEACHERCOACH DOES NOT WARRANT THAT THE CONTENT OR ANY SEARCH RESULTS ARE COMPLETE, ACCURATE, RELIABLE OR CORRECT; THAT IT WILL BE SUCCESSFUL IN EFFECTING REMOVAL OR ALTERATION OF ANY CONTENT ABOUT A MEMBER OR NAMED PARTY; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THIS SITE IS DONE AT YOUR OWN DIRECTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL TEACHERCOACH BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TEACHERCOACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)) THAT RESULT FROM: (i) THE USE OF, OR INABILITY TO USE, THIS SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATERIAL RELATING TO THE SITE. TEACHERCOACH SHALL BE LIABLE TO YOU ONLY TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY YOU, NOT TO EXCEED $100. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TEACHERCOACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES TEACHERCOACH’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
10. Indemnity. You agree to indemnify and hold TEACHERCOACH harmless from any claim or demand, including attorneys’ fees, made by any third party due that arise from your use or misuse of any Content on this Site or the Services including, without limitation, your disclosure or submission of any information that is incomplete or inaccurate. TEACHERCOACH reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with TEACHERCOACH in asserting any available defenses.
11. International Use. TEACHERCOACH makes no representation that Content on this Site is appropriate or available for use in locations outside the United States, and accessing them from territories where the Content is illegal is prohibited. If you access this Site from other locations you do so on your own initiative and you are responsible for compliance with local laws. You agree to comply will all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
12. Copyright Policy. TEACHERCOACH respects the intellectual property rights of others and expects visitors to this Site to do the same. TEACHERCOACH will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
TEACHERCOACH reserves the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, TEACHERCOACH will also terminate a user’s account if the user is determined to be a repeat infringer. TEACHERCOACH’s designated copyright agent for notice of alleged copyright infringement appearing on the Site is:
13. Modifications to Services. TEACHERCOACH reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, this Site or some or all of the Services offered through this Site, with or without notice. You agree that TEACHERCOACH shall not be liable to your or to any third party for any modification, suspension or discontinuance of this Site or some or all of the Services offered through it.
14. Choice of Law and Forum. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction and venue for any claim or action arising out of or relating to these Terms of Service or your use of this Site shall be filed only in the state or federal courts located in the State of New Jersey, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
15. Severability and Integration. This agreement and the Hosted Services Agreement pursuant to which you access the Site and the Services constitutes the entire agreement between you and TEACHERCOACH with respect to this Site and supersedes all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and TEACHERCOACH with respect to this Site. If any part of these Terms of Service 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.
16. Termination. TEACHERCOACH may terminate or suspend your access to the Site and Services and remove any content or materials from the Site in the event you breach these Terms of Service or the Hosted Services Agreement pursuant to which you are accessing this Site and the Services. TEACHERCOACH also reserves the right, in its sole discretion, to terminate your access to all or part of this Site or Services, without cause, with or without notice, in which event all licenses granted to you hereunder shall terminate, and TEACHERCOACH shall have no obligation to make this Site available to you or to provide you any services, but shall be obligated to refund to you any amounts paid by you for Services not yet delivered as of the effective date of termination.
You agree that TEACHERCOACH shall be entitled to payment from you for any and all out-of-pocket costs including, without limitation, attorneys’ fees, incurred by TEACHERCOACH in enforcing these Terms of Service.
All provisions of these Terms of Service which by their nature or express terms are or ought to survive termination, shall so survive.