Terms and Conditions of Use
The Clutch™ and KL Coaching, Inc. Programs
Please read these Terms and Conditions of Use carefully. By visiting and using The Clutch™ website (the “Website”), by becoming a member of The Clutch™, or by participating in any live or online event, training, one-on-one or group coaching, class, workshop, program, or social media group, or using any digital or downloadable resources (collectively, the “Program”) offered or hosted by KL Coaching, Inc. (the “Company”) or a third party on behalf of the Company, you agree that you have read, understood, and agree to the following Terms and Conditions of Use (these “Terms”).
If you do not agree with these Terms, you may not use the Website or participate in the Program.
MEMBERSHIP: You are only eligible to join The Clutch™ as a member if you are at least 18 years old and currently identify as a woman or you were raised and socialized as a woman. If we find that you have joined the Facebook group despite not qualifying for these services, we reserve the right to remove you from the Facebook group and refund your investment. Some of the content in the Program may not be appropriate for children. The Company hereby disclaims all liability for use by individuals under the age of 18.
Members of The Clutch™ receive certain benefits, including the ability to: (i) join a social media group exclusively for members; (ii) purchase tickets for live events offered by the Company; and (iii) anonymously submit “Ask the Coach” questions, responses to which will be publicly posted in the members’ social media group. The Company reserves the right to add to, modify or discontinue any or all of these benefits at any time with or without notice.
PAYMENTS, CANCELLATIONS AND REFUNDS: You agree to pay the fees listed on the checkout page for the Program you have selected. Recurring monthly payments will be charged to your card on the same calendar day each month (if, for example, you join on April 12, your card will be charged again on May 12, June 12, and so on); recurring annual payments will be charged to your card on the same day, each year after you join (if, for example, you join on April 28, 2019, your card would be charged April 28, 2020 and so on).
You may cancel your membership in The Clutch™ at any time at least forty-eight (48) hours before the next billing date. After giving notice of cancellation, you will be immediately removed from all social media groups, but may access materials provided on the Website until the end of the current billing cycle, subject to these Terms.
If paying by debit card or credit card, you give the Company permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
Payment in full is required before you will be permitted to participate in any Program. If you fail to make payment in a timely manner or voluntarily decide to withdraw from any Program at any time or for any reason, you will remain responsible for the full cost of all payments in any payment plan you choose.
The Company reserves the right to charge a late fee on all balances more than 30 days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
The Company reserves the right to adjust the fees for the Program and payment terms, and will give advance notice to you of any changes by email.
In the event that payment is not received by the date due, you will have a five (5) day grace period to make the payment, otherwise we reserve the right to terminate your access to the Program immediately and permanently.
Unless otherwise provided by law, all purchases for goods or services of any kind are final and non-refundable. Since the Company has a clear and explicit Refund Policy that you have agreed to prior to completing your purchase, the Company does not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. In the event that a chargeback is placed on a purchase, or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
INTELLECTUAL PROPERTY RIGHTS:
- Ownership of the Content
The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases and all other information and intellectual property accessible on or through the Company website, any third-party website the Company may use to distribute or host the Program, and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.
- The Company’s Limited License to You:
If you view, purchase or access any Program or any of the Content, you will be considered a Licensee of the Company. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.
This means you may view, download, print, email and use one copy of individual pages of the Program and Content for your own personal purposes or your own business only.
You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, or any other third party, or otherwise use any material from the Program or Content for commercial or noncommercial purposes. By downloading, printing, or otherwise using the Program or Content for personal use you in no way assume any ownership rights of the Content – it is still Company property. Any unauthorized use of any materials found in the Program or Content shall constitute infringement.
You must receive our written permission before using any of the Program or Content for your own commercial use or before sharing with others.
The trademarks and logos displayed on the Program or Content are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.
All rights not expressly granted in these terms or any express written license, are reserved by us.
- Unauthorized Use
Your use of any materials found in the Program or Content other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Program in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the Program, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.
You agree that any violation or threatened violation of the Intellectual Property Rights terms in this Agreement would cause irreparable injury to the Company that may not be adequately compensated by damages, entitling Us to obtain injunctive relief, without bond, in addition to all legal remedies.
- Your License to the Company; Use in Testimonials and Marketing.
By posting or submitting any material during the Program such as comments, posts, photos, designs, graphics, images or videos or other contributions, you are representing to us that you are the owner of all such materials and you are at least 18 years old.
The Company may request your consent to use your likeness (including your name or screen name), comments, posts, photos, images, videos or other contributions created by you (collectively, “Your Material”), for any purposes, including commercial purposes such as advertising. If you grant such consent, you agree that the Company, and anyone authorized by the Company, is granted an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly display Your Material, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and grant us the right to make it part of the Company’s current or future Site and Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you. You acknowledge that, if you grant this consent, we have the right but not the obligation to use Your Material and that we may cease the use of Your Material on our Site or in our Content at any time for any reason.
- Request for Permission to Use the Content
If you wish to use any of the Content, or any other intellectual property or property belonging to us, you should request permission in writing BEFORE you use the Content by sending an e-mail to email@example.com.
If you are granted permission by the Company, you agree to use the specific Content that the Company allows and only in the ways for which the Company has given you its written permission. If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Program and Content.
YOUR CONDUCT, CONFIDENTIALITY:
Please choose carefully the materials that you upload to, submit to, or share on the Website or during any video or telephone call operated by the Company and any third-party forums operated by the Company. Any material you post or share on the Website, during any video or telephone call, or in any third-party forums operated by the Company may inadvertently become public.
Your relationship with the Company is not legally bound by confidentiality. You acknowledge that our communications are not covered by a doctor-patient, attorney-client, or any other privilege. The Company is not legally bound to keep your information confidential.
You acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and the Company may be unlawfully intercepted by third parties not under our control. The Company does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with Company are done at your own risk.
Nevertheless, the Company agrees to take reasonable steps keep all information about its relationship with you private within the Website, in video or telephone calls, or in any third-party forums operated by the Company, except in very rare circumstances where disclosure is required by law, for example when a court might issue a subpoena for the file or information, or if you threaten to harm yourself or others. You may authorize the Company to disclose your information to a third party by doing so in writing.
The Company may record coaching calls and share them on the Website, in the Program, or on third-party forums operated by the Company.
You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Website or any third-party forums operated by the Company. If the Company discovers you have done so, this will be grounds for immediate termination of your access to the Program and Content.
You are responsible for your material and for any liability that may result from it. You participate, comment, post, and disclose your material at your own risk. Any communication by you on the Website or via a social media group, chat room, message board, public forum, chat bot, contact submission form or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.
The Company, in its discretion, may delete or modify, in whole or part, any post, comment or submission to the Website or any Company social media group. The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Website. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Website.
You are strictly forbidden from doing any of the following with respect to the Website or any Activity:
• Causing damage
• Committing any unlawful, illegal, fraudulent or harmful purpose or activity
• Using it to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software
• Transmitting, sending or delivering unsolicited communications or for other marketing or advertising purposes
• Systematically or automatically collecting data
• Sharing private and proprietary information from online courses with anyone else
The Company may, without notice or refund, refuse or discontinue access to the Website or any Activity to any person who fails to comply with these Terms.
TERMINATION: The Company reserves the right in its sole discretion to refuse or terminate your access to the Program and Content, in full or in part, at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Program or Content affected by such cancellation or termination. The restrictions imposed on you in these Terms with respect to the Program and its Content will still apply now and in the future, even after termination by you or the Company.
NO PITCHING, SELLING OR PROMOTING OTHER PRODUCTS, GROUPS, PROGRAMS, OR EVENTS TO OTHER MEMBERS: The Program is a “pitch free zone.” You agree you will not pitch, promote, market, or sell any other products, groups, programs, or events to other members on the Website or any social media group or platform for members, whether or not officially sanctioned, owned, or operated by the Company.
This means you agree not to form, or ask other members to join, “shadow” groups based on interests or locality. You agree not to invite other members to participate in events, such as a race, seminar, or athletic competition, without first receiving approval from the Company. You agree not to market, promote, or sell products or services such as nutritional supplements, coaching services, or other products or services, to other members, unless you are authorized or requested to do so by the Company.
WAIVER AND RELEASE: As used in these Terms, “Releasees” includes the following: (i) the Company, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively, “Host”); (ii) any Host volunteers; and (iii) Kara Loewentheil.
You represent and warrant that:
- You understand that physical activity and exercise are inherently risky and dangerous activities. Inherent risks are risks that cannot be eliminated completely regardless of the care and precautions taken by Releasees.
- You are fully aware of the risks and hazards inherent in participating in Program and voluntarily, knowingly and freely assume all risks associated with participating in the Program, including, but not limited to, bruising, muscle strains, joint sprains, falls, injuries, illnesses, infections, paralysis and even death. This includes injury or damage sustained while and/or resulting from using any premises or facility, or using any equipment (whether owned, operated, or provided to you by Releasees or otherwise), including injuries or damages arising out of the negligence of Releasees, whether active or passive, or any of Releasees’ affiliates, employees, coaches, agents, representatives, successors, and assigns.
- You are voluntarily participating in the Program and assume all risk of injury, illness, damage, or loss to you or your property that might result, whether arising out of the negligence of Releasees or otherwise.
- You are able to safely participate in the Program and have no medical condition that would make your participation in the Program more hazardous. You acknowledge that you have had a physical examination and have been given a physician’s permission to participate, or that you have decided to participate in the Program without the approval of a physician.
- You consent to medical care and transportation in order to obtain treatment in the event of injury to you as Host, volunteers or medical professionals may deem appropriate, and understand that these Terms extend to any liability arising out of or in any way connected with the medical treatment and transportation provided in the event of an emergency and/or injury.
- You will observe and obey all posted rules or guidelines and warnings, follow any instructions or directions given by Host through its employees, coaches, representatives or agents, and abide by any decision of any Host staff or volunteers relative to your ability to safely participate in or attend the Program.
- You will exhibit appropriate behavior at all times while at the Program and obey all local, state and federal civil and criminal laws while participating in or attending the Program. This includes, generally, respect for other people, equipment, facilities or property. Host may dismiss you, without refund, should your behavior endanger the safety of or negatively affect the Program or any person, facility or property.
- You will not consume alcohol prior to the Program that involve physical exercise or activity, or use any medicine or substance that will inhibit your mental or physical ability to safely participate in such the Program. If you choose to consume alcoholic beverages before, during, or after the Program, you will do so responsibly and only if you are over the age of twenty-one (21).
- You understand and agree that the Releasees are not responsible for any personal item or property that is lost, damaged or stolen at or during the Program.
You release, waive, discharge and covenant not to sue the Releasees from any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your use of the Website or participation in the Program, whether or not caused by the active or passive negligence of the Releasees.
This waiver and release of liability includes, without limitation, injuries which may occur as a result of (a) your use of any exercise equipment or facilities which may malfunction or break; (b) improper maintenance of any exercise equipment, premises or facilities; (c) negligent instruction or supervision, including but not limited to the Program; (d) negligent hiring, training, supervision, or retention of coaches, employees or volunteers; and/or (e) slipping, tripping, falling or otherwise suffering an injury while on any portion of a premises or while traveling to or from the Program, including injuries resulting from Releasees’ or anyone else’s negligent inspection or maintenance of the facility or premises.
You expressly agree that the Waiver is intended to be as broad and inclusive as permitted by the law of the State of New York, and that if any portion is held invalid, it is agreed that it will be severed and the balance shall continue in full legal force and effect. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees.
INDEMNITY: You agree to defend, indemnify and hold harmless Releasees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorneys’ fees) arising from or in connection with: (i) your use of the Website in violation of these Terms, (ii) your participation in the Program, whether or not caused by the active or passive negligence of the Releasees; (iii) any and all third party claims caused in whole or in part by your negligent or intentional acts or omissions; (iv) any breach by you of these Terms or any representation and warranty made by you herein, (v) your material submitted to the Website, (vi) your use of materials or features available on the Website (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company) or (vii) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.
DISCLAIMERS: The Website and Program provide information only, and do not provide any financial, legal, medical or psychological services or advice. None of the Content prevents, cures or treats any mental or medical condition. You are responsible for your own physical, mental and emotional well-being, decisions, choices, actions and results. The Company disclaims any liability for your reliance on any opinions or advice contained in the Website. The Company cannot and does not guarantee any particular financial or business outcomes or other particular results, and you understand that results differ for each individual.
Any links to third-party products, services, or sites are subject to separate terms and conditions. The Company is not responsible for or liable for any content on or actions taken by such third-party company or website. Although the Company may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.
The Company tries to ensure that the availability and delivery of the Program and Content is uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.
THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THIS WEBSITE OR PROGRAM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE, ANY ACTIVITY, OR ANY OF THEIR FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, COMPANY SOCIAL MEDIA GROUP, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR ANY ACTIVITY, INCLUDING MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THEM.
The Company controls and operates the Website and Program from offices in the United States. The Company does not represent that materials provided on the Website or through the Program are appropriate or available for use in other locations. People who choose to access the Website or Program from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
CHANGES TO THESE TERMS: The Company may change, modify or update these Terms at any time without notice. Any access or use of the Website, or participation in the Program, by you after the Company posts such changes shall constitute consent of such modifications. If you have any questions or concerns about these Terms, contact firstname.lastname@example.org.
By clicking on the box that you have read and agreed to the Terms and Conditions of Use when signing up at the Website, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire Agreement.
Updated on April 23, 2020