Partner Up Coaching

Updated: September 3, 2024

These PartnerUp Coaching Terms of Use (“Terms”) establish the terms and conditions under which you (the “Participant” or “You”) may participate in the PartnerUp Coaching Program (the “Program”).  These Terms are a binding contract between You, on the one hand, and Side, Inc. (“Side”) and the coach you are receiving Services from (the “Coach”), on the other hand (Side and the Coach collectively, “We,”  “Us,” or “Our”).  By signing up for or using any of the services offered on this website (the “Services”), you are agreeing to be bound by the Terms, together with the PartnerUp Coaching Privacy Policy incorporated herein by reference.  These Terms will remain in effect while you continue to use the Services.  We reserve the right to update and change these Terms at any time by posting updates and changes to this website. If you continue to use the Services following any such update or change to these Terms, you will be deemed to have accepted those updates or changes.

1. General

You agree to comply with these Terms and any other rules and policies governing the Program, as existing now or as later announced by Side. You may not transfer, assign, or otherwise dispose of any of your rights or obligations arising under these Terms without Side’s prior written consent. The Services are only available during a period when your coaching relationship is active and in good standing, including, but not limited to, timely payment of all related fees. 

2. Coaching Services

Coaching is a partnership (defined as an alliance, not a legal business partnership) between You and the Coach in a thought-provoking and creative process that inspires You to maximize personal and professional potential.  It is designed to facilitate the creation and development of professional or business goals and to develop and carry out a strategy and plan for achieving those goals.  However, We make no representation or warranty that participation in the Program will result in increased business, revenue or the like.

3. Term and Termination

For any courses You purchase, Your coaching commitment will begin on the start date identified on the website and continue through the end date listed for such course.  For any one-on-one coaching Services You purchase, Your coaching commitment will begin on the date you purchase Your one-on-one coaching subscription and continue for a period of thirty (30) days.  Please note that all one-on-one coaching Services must take place within the thirty (30) day period following your purchase of such one-on-one coaching Services.  Your one-on-one coaching subscription will automatically renew for additional periods of one (1) month, unless and until You provide written notice of cancellation at least fifteen (15) days prior to the end of the then-current monthly subscription by emailing both Your Coach and [email protected].  We reserve the right to increase fees at the beginning of any renewal. 

You acknowledge that We may terminate Services and this coaching relationship at any time if We determine in Our sole discretion that You are in breach of these Terms.  You further acknowledge that in the event of termination or cancellation, You shall not be entitled to any refunds, credits or replacement coaching sessions or courses.

4. Payment

Payment may only be made via credit card.  Payment for all Services is due in advance of Services being provided, and all payments for Services are non-refundable.  Note that You are responsible for any applicable federal, provincial, state, local or other governmental taxes applicable to the Services.

You expressly authorize Side to charge the credit card You have selected for use in the payment processing portal for any Services You select.  You hereby agree to not file a credit card chargeback on any charges by Side in connection with the Services.  If a chargeback is filed for any service for which you have submitted a payment, Side reserves the right to collect on such payment, and you shall be charged thirty dollars ($30.00) for any such chargeback.  Furthermore, You will be responsible for any and all additional fees related to filing the chargeback. 

Late payments will accrue interest at the maximum rate permitted by law.  You agree to pay all attorneys’ fees, costs, and expenses related to collection of any amounts due.

5. Participant Responsibilities

You are solely responsible for creating and implementing Your own decisions, choices, actions and results arising out of or resulting from the coaching relationship, coaching calls and interactions with the Coach.  You understand that in order to enhance the coaching relationship, You must communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully in the Program and accordingly agree to do so.

You agree to act in a courteous and professional manner at all times when participating in a coaching session or course. Any behavior to the contrary, as determined by the applicable Coach or Side, shall constitute a breach of these Terms and you may be removed from the coaching session or course.

6. Participant Absences and Rescheduling

It is Your responsibility to ensure that You are able to attend any sessions or courses You have purchased.  You will not receive a refund, credit or replacement session in the event that You are absent or late to a scheduled coaching session.  In the event that You cannot attend a coaching session, We may, but are not obligated to, make an audio or video recorded version of the coaching session available to you. 

In the event that a Coach has to cancel a scheduled session, the Coach will use reasonable efforts to reschedule such session to a time that is convenient for all participants.

7. Ownership and Use of Content

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright or other intellectual property laws. You hereby acknowledge that you do not have any ownership interest in the Content.  You hereby promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content (i) without Our prior consent or (ii) in a way that violates someone else’s rights.

Subject to these Terms, You are granted a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of Your use of the Services.  Any use, transfer, sale, creation of derivative works, reproduction, modification, distribution or storage of any Content for any purpose other than Your use of the Services is expressly prohibited without Our prior written consent. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply. 

You understand that We may create audio and visual recordings of coaching sessions and courses in which you are participating.  You hereby agree to irrevocably grant to Us the right and permission to use Your voice, image, photograph, likeness, video or any other form of media of the Participant that is contained in (collectively, “Likenesses”) any such recordings for reasonable business purposes, including but not limited to providing recorded sessions and courses to You and other participants in the Program, quality assurance, training and marketing.  You hereby waive all claims for remuneration for such use and release and forever discharge Us from any and all claims and demands out of or in connection with the use of Your Likenesses.

If you choose to provide feedback, including but not limited to any ideas, suggestions or other comments related to the Services (“Feedback”), We will own and may use such Feedback without any restrictions and without obligations to you, and you hereby waive any claim you have to ownership, compensation, monetary or otherwise.

8. Confidentiality

“Confidential Information” means information disclosed by Us to You that is designated by Us as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.  Confidential Information includes, but is not limited to, any Content, ideas, techniques, sketches, drawings, works of authorship, models, know-how, processes, information related to current, future, and proposed products and services, financial information, operational data, business forecasts and marketing plans.

You agree to: (i) maintain all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third parties; (iii) not copy or otherwise reproduce Confidential Information in whole or in part; and (iv) not use Confidential Information for any purpose except in connection with the Services.  These confidentiality obligations do not apply to Confidential Information that You can demonstrate (1) is or becomes public knowledge through no fault of Your own, (2) You rightfully knew or possessed prior to receipt, (3) You rightfully received from a third party without breach of Your confidentiality obligations or (4) You independently developed without using Our Confidential Information.

You acknowledge that the unauthorized use or disclosure of any Confidential Information would cause Us irreparable harm and significant damages, the degree of which may be difficult to ascertain.  Accordingly, You acknowledge that We will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Our Confidential Information, in addition to any other rights or remedies that We may have at law or otherwise.

9. Representations and Warranties

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis.  We make no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the Services, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement.  

10. Limitation of Liability

In no event shall We be liable to You for any indirect, incidental, consequential, special, punitive, exemplary or other damages, whether in contract, tort, negligence, strict liability, statute or otherwise, including but not limited to, damages for loss of business, profits, revenues, opportunities, goodwill, use, data or other intangible or economic losses of any kind, arising out of or in connection with Your use of the Services, even if such damages are reasonably foreseeable or you have been advised of the possibility of such damages in advance.

Notwithstanding any damages that Participant may incur, in no event shall Side’s or the applicable Coach’s entire liability for all claims of any kind arising out of or related to the Services exceed the lesser of (a) the fees paid by You for the Services hereunder during the twelve (12) month period immediately preceding the date on which the cause of action arose or (b) $100.

11. Indemnification

You hereby agree to indemnify, defend, and hold the applicable Coach, Side and Our respective subsidiaries, affiliates, officers, directors, shareholders, employees and agents harmless from any and all disputes, claims, investigations, arbitrations, litigation, costs, penalties and damages (including reasonable legal fees) of any kind or nature that are incurred in connection with or arising out of Your use of the Services, Your breach of these Terms, or Your violation of any law or the rights of a third party.

12. Dispute Resolution

If any controversy or claim arising out of or relating to these Terms, or the breach thereof, cannot be resolved through informal discussions between the parties, You agree for such controversy or claim to be settled by final and binding arbitration in San Francisco, California before a sole neutral arbitrator, mutually selected and agreeable to the parties. The arbitration shall be administered by the American Arbitration Association in accordance with the American Arbitration Association’s Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by any of the parties against the other in connection with any matter arising out of or in any way connected with these Terms or the Services.

13. Miscellaneous

• No delay or failure by either party to enforce any provision of these Terms or exercise any of its powers, rights or remedies under these Terms will operate as a waiver or limitation of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.  Any waiver to be effective must be in writing.

• This Agreement is deemed to be entered into in San Francisco County, California. Each of the parties submits to the jurisdiction of any California Court.  Venue for any action, proceeding, or arbitration shall be in San Francisco County, California.  You expressly consent to jurisdiction. You expressly consent to service of process by mail.

• These Terms supersede any and all prior agreements, understandings, and communications between You and Us whether written or oral, express or implied, relating to the subject matter hereof. These Terms are intended as a complete and final expression of the terms of the agreement between You and Us.  You agree that no party, nor anyone acting on their behalf has made any inducements, agreements, promises, nor representations other than those set forth in your contract(s) with Side.  These Terms shall be binding upon the parties hereto and their respective successors and permissible assigns.

• The prevailing party in any action or proceeding to enforce these Terms shall be entitled to recover reasonable attorneys’ fees and costs.

Acknowledgment

Participant acknowledges and agrees to be bound by these Terms, as may be modified from time to time, in Side’s sole discretion.  

Federal, regional and local laws, rules and regulations may be applicable to your industry and activities. Any user of Our resources is responsible for learning, knowing and complying with the applicable rules and regulations of various jurisdictions, including, without limitation, those set forth by the Department of Real Estate or any realtor association; any relating to MLS or title insurance; and any other laws, rules or regulations promulgated by any governmental body or professional association in any industry served by Side. We disclaim any liability for any user’s non-compliance with industry norms, laws and regulations.