This Agreement is made by and between ProFound Coach, a division of ProFound Talent Inc., an Alberta, Canada corporation (“PROFOUND COACH”), and you, a user of www.profoundcoach.com. This Agreement sets forth the terms and conditions that apply to your access and use of the Internet websites owned and operated by PROFOUND COACH and its affiliates, including, but not limited to, the website located at the URL www.profoundcoach.com (“www.profoundcoach.com”).
Applicability of this Agreement
This Agreement is intended to apply to you, PROFOUND COACH, its affiliates and all Internet websites owned and operated by PROFOUND COACH and its affiliates, including, but not limited to, www.profoundcoach.com.
Your Right to Access and Use www.profoundcoach.com
Your right to access and use www.profoundcoach.com is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use www.profoundcoach.com for lawful purposes and pursuant to the terms and conditions of this Agreement. Your access and use of www.profoundcoach.com may be interrupted from time to time for any of several reasons, including, but not limited to, the malfunction of PROFOUND COACH’s equipment, periodic updating, maintenance or repair activities that PROFOUND COACH may undertake from time to time, or other actions that PROFOUND COACH, in its sole discretion, may elect to take. PROFOUND COACH reserves the right to suspend or discontinue the availability of www.profoundcoach.com for access and use at any time in its sole discretion and without prior notice to you.
Your Registration with www.profoundcoach.com
Certain services and features of www.profoundcoach.com are accessible only to registered users. The rights to register with www.profoundcoach.com and to be issued a username or password by PROFOUND COACH are available only to those individuals who provide to PROFOUND COACH the requested accurate, complete and current personally identifiable information. You must inform PROFOUND COACH of any changes to or updates of any personally identifiable information that you provide to PROFOUND COACH. You can submit changes or updates to PROFOUND COACH via our contact form. PROFOUND COACH reserves the right to deny or revoke issuance of any username or password PROFOUND COACH issues, at any time and without prior notice.
Your Compliance with this Agreement
Your Transmissions, Submissions and Postings to www.profoundcoach.com
If you transmit, submit or post information to www.profoundcoach.com that is not personally identifiable information, you automatically grant PROFOUND COACH the royalty-free, non-exclusive right and license to use, copy, format, adapt and publicly display such information (in whole or in part) worldwide, and/or to incorporate the same in other Content (defined below) and/or works in any form, media or technology now known or developed in the future. PROFOUND COACH may, in its sole discretion, edit, refuse to post or remove any information you transmit, submit or post to www.profoundcoach.com.
You shall not transmit, submit or post information to www.profoundcoach.com that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
PROFOUND COACH’s Intellectual Property Rights
The names “PROFOUND COACH” and “profoundcoach.com” and the PROFOUND COACH and profoundcoach.com trademarks, logos and graphics are trademarks of PROFOUND COACH, and may not be used by you without the prior express written permission of PROFOUND COACH, which permission may be withheld in PROFOUND COACH’s sole discretion.
The data and content viewable on, contained in, or downloadable from, www.profoundcoach.com, including, without limitation, the coursework available on www.profoundcoach.com (collectively, the “Content”), is copyrighted by PROFOUND COACH and/or other third parties. PROFOUND COACH also owns a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content. Viewing, reading, printing, downloading or otherwise using the Content does not entitle you to any ownership or intellectual property rights to the Content.
You shall be solely responsible for any damage resulting from your infringement of PROFOUND COACH’s and other third parties’ intellectual property rights regarding the “PROFOUND COACH” and “www.profoundcoach.com”names, the PROFOUND COACH and profoundcoach.com trademarks, logos and graphics, and/or the Content, and/or any other harm incurred by PROFOUND COACH or third parties as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using any of the same for purposes that are contrary to the terms and conditions of this Agreement.
Framing, Linking and Metatagging www.profoundcoach.com
You may not frame or utilize any framing techniques regarding www.profoundcoach.com and/or the Content. You may not link to www.profoundcoach.com without the express written permission of PROFOUND COACH. You may not use any metatags or any other hidden text utilizing PROFOUND COACH, www.profoundcoach.com or any of PROFOUND COACH’s trademarks.
Your Use of the Content
Without the prior written consent of PROFOUND COACH, you may only print or otherwise use the Content in the form of: (i) one machine-readable copy; and (ii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content. Except as otherwise permitted under the copyright laws of Canada and the United States, no other copying, compilation, distribution, redistribution, transmission, publication or use of the Content, other than the non-commercial use of the Content as permitted by this Agreement, is permitted by you without the express prior written permission of PROFOUND COACH, which permission may be withheld in PROFOUND COACH’s sole discretion.
PROFOUND COACH Makes No Representations or Warranties Regarding the Content or the Merchandise The Content is being provided to you on an “as-is” basis, and the merchandise sold on www.profoundcoach.com (the “Merchandise”) is being sold on an “as-is” basis. PROFOUND COACH does not make any representations, warranties or guarantees, express or implied, regarding the accuracy, correctness, or completeness of the Content and/or the Merchandise, nor the safety, reliability, title, merchantability, conformity or fitness for a particular purpose of the Content and/or the Merchandise. It is your sole responsibility to independently evaluate the accuracy, correctness, completeness, safety and reliability of the Content and the Merchandise.
PROFOUND COACH makes no representation, warranty or guarantee that www.profoundcoach.com or the Content is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Other Features and Services Available Via www.profoundcoach.com
Other features and services available via www.profoundcoach.com, including, without limitation, management of professional licensing requirements and reporting of professional licensing requirements to state licensing agencies, are provided for your convenience only. You are ultimately responsible to ensure that any service or other convenience provided by such features and services are ultimately performed, and performed in compliance with all laws, rules and regulations, including, without limitation, timeliness of submission or reporting. PROFOUND COACH shall in no event be liable for any penalties or damages that may occur as a result your access or use of, or reliance upon, any convenience features or services available via www.profoundcoach.com.
Your Responsibility for Equipment and Related Costs
You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use www.profoundcoach.com , and all costs and fees associated with Internet access or long-distance charges incurred with regard to your access and use of www.profoundcoach.com.
Limitations on PROFOUND COACH’s Liability
PROFOUND COACH shall in no event be responsible to, or liable to, you, or any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any damages, including, but not limited to, special, incidental, indirect or consequential damages that include, but are not limited to, damages for any loss of profit, revenue or business, as a direct or indirect result of: (i) your breach or violation of the terms and conditions of this Agreement; (ii) your access and use of www.profoundcoach.com and the access and use of www.profoundcoach.com under any username or password issued to you by PROFOUND COACH; (iii) your inability to access or use www.profoundcoach.com or any username or password issued to you by PROFOUND COACH; (iv) your downloading of any of the Content for your use; or (v) your reliance upon or use of the Content and/or the Merchandise. Use of the Content and/or the Merchandise is at your sole risk.
Certain provinces and state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above limitations on PROFOUND COACH’s liability may not apply to you, and you may have additional rights. The Merchandise purchased via www.profoundcoach.com is subject to a shipment contract. Risk of loss and title to the Merchandise passes to you pursuant to the carrier’s shipment contract.
Your Indemnification of PROFOUND COACH
You shall defend, indemnify and hold harmless PROFOUND COACH and/or any of its affiliated companies and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys’ fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your failure to provide accurate, complete and current personally identifiable information requested pursuant to registration; (iii) your access or use of www.profoundcoach.com; (iv) your access or use of www.profoundcoach.com under any username or password that may be issued to you by PROFOUND COACH; and/or (v) your use of the Content and/or the Merchandise.
Amendments of this Agreement
If at any time you wish to opt-out of this Agreement, please contact PROFOUND COACH via our contact form. However, keep in mind that your opting-out of this Agreement cancels your ability to access and use www.profoundcoach.com.
PROFOUND COACH’s Remedies
You acknowledge that PROFOUND COACH may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, PROFOUND COACH shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement.
For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record in Edmonton, Alberta, Canada. You consent to the jurisdiction of such courts and waive any objection to the laying of the venue of any such action or proceeding in such court. You agree that service of any court paper may be affected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
Termination of this Agreement
You may terminate or opt out of this Agreement at any time by contacting PROFOUND COACH via our contact form. Termination or opting out of this Agreement by you shall result in your loss of the right to access and use www.profoundcoach.com. Following your termination or opting out of this Agreement, the provisions of this Agreement regarding “Limitations of PROFOUND COACH’s Liability,” “Your Indemnification of PROFOUND COACH,” “Governing Law and Arbitration” and “Miscellaneous” shall survive. PROFOUND COACH may terminate this Agreement or any usernames or passwords that may be issued to you, at any time, without prior notice, for any reason, or for no reason.
Governing Law and Arbitration
This Agreement is to be governed and construed in accordance with the internal laws of the province of Alberta, Canada, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the Canadian Arbitration Association in Toronto, Ontario. The arbitrator shall be selected by you and PROFOUND COACH, and if you and PROFOUND COACH are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the arbitrator shall be selected by the Canadian Arbitration Association.
Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and PROFOUND COACH and your and PROFOUND COACH’s respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either you or PROFOUND COACH be entitled to punitive, special, indirect or consequential damages and both you and PROFOUND COACH hereby waive your and PROFOUND COACH’s respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
All covenants, agreements, representations, and warranties made in this Agreement, as may be amended by PROFOUND COACH from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement. This Agreement represents the entire understanding and agreement between you and PROFOUND COACH regarding the subject matter of this Agreement, and supersedes all other previous agreements, understandings and/or representations regarding the same.