Utrain Terms of Service :
NOTICE: BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 19, DO NOT ACCESS OR USE OUR SERVICES.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with Utrain for products, services or otherwise. If you are accessing or using our Services on behalf of another person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf, and that such person or entity will be responsible to Utrain if you violate these Terms.
If you have any question regarding the use of our Services, please contact us.
1. Eligibility, Registration and Account
By using our Services, you represent and warrant that you
➞ You are at least 13 years of age. If you are under 18 years of age, you must have parental consent prior to using our Services.
➞ You have not been previously suspended or removed from our Services, or engaged in any activity that could result in suspension or removal from our Services.
➞ You will not offer coaching services from more than one Utrain account without our express permission.
➞ You have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
➞ You have not been convicted of a sex offense.
➞ You have not been convicted of a crime against a minor.
In order to access or use certain areas and features of our Services, you may need to register for an account. By registering for an account, you agree to (i) provide accurate, truthful, current and complete account information; (ii) maintain and promptly update your account information to maintain its accuracy and completeness; (iii) maintain the security of your account by not sharing your password with others and restricting access to your account, computer and device; (iv) promptly notify Utrain if you discover or otherwise suspect any security breaches related to our Services or your account; and (v) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.
2. Communications Preferences
By creating a Utrain account, you consent to receive electronic communications from Utrain (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in these communications.
3. Our Services Offer a Venue
4. User Transactions; Release
Our Services may be used to help obtain or offer coaching services provided by users and to facilitate payment for such services. However, users transact solely between themselves and Utrain is not a party to any transactions between users. Utrain hereby expressly disclaims, and you hereby expressly release Utrain from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or related to disputes, dealings, or interactions between you and any other users or third parties.
If you offer coaching services, the first and all future bookings with Utrain users must be booked via our Services. Failure to abide by this policy may result in suspension or removal from our Services.
5.1. Coaching Sessions; Expiration
You may use our Services to schedule and purchase one or more coaching sessions. Any coaching sessions purchased through our Services must be scheduled and completed within one year of the purchase date. Any coaching sessions not scheduled and completed within one year of purchase are forfeit and you will not be issued a refund.
You may use our Services to schedule and purchase one or more coaching sessions. Any coaching sessions purchased through our Services must be scheduled and completed within one year of the purchase date. Any coaching sessions not scheduled and completed within one year of purchase are forfeit and you will not be issued a refund.
5.3. Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Utrain account, you can do so at any time by logging into your account and editing your payment information.
5.4. Pricing and Availability
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice.
Coaching sessions are subject to availability, and we reserve the right to cancel all or part of a coaching session and to discontinue making certain coaching services available through our Services without prior notice.
Unless otherwise indicated in writing by us, our Services and all content and other materials on our Services, including the Utrain logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Service Materials”) are the proprietary property of Utrain or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
Subject to these Terms, you are granted a limited, nonexclusive, nonassignable, nontransferable, nonsublicensable license to access and use our Services and Service Materials. However, such license is revocable at any time and does not include any right to:
➞ Sell or resell our Services or the Service Materials.
➞ Collect and use any service listings, pictures or descriptions.
➞ Distribute, publicly perform or publicly display any of the Service Materials.
➞ Use any data mining, robots or similar data gathering or extraction methods.
➞ Download (other than the page caching) any portion of our Services, the Service Materials or any information contained therein, except as expressly permitted by Utrain in writing.
➞ Use our Services or the Service Materials in violation of these Terms or for any purposes other than their intended purposes.
Your right to use our Services and the Service Materials is conditioned upon your use of our Services and the Service Materials in accordance with these Terms. Accordingly, any use of the Services or the Service Materials other than as specifically authorized in these Terms, without the prior written permission of Utrain, will automatically terminate the license granted above. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except for the license granted above, no additional rights are granted and nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Notwithstanding anything to the contrary in these Terms, our Services and the Service Materials may include software components provided by Utrain or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Utrain’s Designated Agent as set forth below.
Utrain, LLC
Attn: Legal Dept
122 East Main Street
Suite A
Charlottesville, VA 22902
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Utrain or the alleged infringer as the result of Utrain’s relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
“Utrain,” the Utrain logos and any other product or service name or slogan contained on our Services are trademarks of Utrain and its suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Utrain or the applicable trademark holder.
You may not use any metatags or any other hidden text utilizing “Utrain” or any other name, trademark or product or service name of Utrain without Utrain’s prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Utrain and may not be copied, imitated or used, in whole or in part, without Utrain’s prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Utrain.
Our Services include interactive areas and features (“Interactive Areas”) that allow you or other users to create, post, share or store text, photos, videos and other materials (collectively, “User Content”). In the event you decide to share your User Content with others through our Services or third-party platforms, you understand that this User Content will be viewable by others. You are solely responsible for your User Content and for your use of any Interactive Areas.
You will not post, upload to, transmit, distribute, store, create or otherwise publish or send through our Services any of the following:
➞ User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, false, misleading or otherwise objectionable;
➞ User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
➞ User Content that may infringe any patent, trademark, trade secret, copyright or other proprietary right of any party;
➞ User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
➞ User Content that contains personal information about any person, including, without limitation, names, addresses, email address or credit card information without that person’s permission;
➞ User Content that impersonates or misrepresents your affiliation with any person or entity;
➞ Unsolicited promotions, political campaigning, advertising or solicitations;
➞ Viruses, corrupted data or other harmful, disruptive or destructive files or content; or
➞ User Content that, in the sole judgment of Utrain, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or our Services, or which may expose Utrain or its users to any harm or liability of any type.
Utrain does not control, take responsibility for or assume liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage to such User Content. When you participate in Interactive Areas, you understand that certain User Content you choose to post may be displayed publicly or to select users. You are solely responsible for your use of our Services and the Interactive Areas and use them at your own risk.
11. Rights to User Content
Utrain claims no ownership or control over any User Content, except as otherwise expressly provided in these Terms or a separate agreement between you and Utrain. However, if you submit or post User Content to our Services, unless Utrain indicates otherwise, you grant Utrain a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, fully-paid up, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content in any media format and channel now known or later developed without compensation to you, including in connection with Utrain’s marketing and promotional activities. You further grant Utrain and Utrain’s sublicensees the right to use the name that you submit in connection with User Content, if they choose.
By submitting or posting User Content to our Services, you represent and warrant that: (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content that you post or you otherwise have all necessary rights to post such User Content on our Services; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof in connection with our Services, does not and will not violate these Terms or any applicable law, rule, regulation or third-party right.
11. Rights to User Content
Your use of our Services will not violate any law, contract, intellectual property or other third-party right or constitute a tort, and you are solely responsible for your conduct while on our Services. You will not:
➞ Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
➞ Engage in any discriminatory, defamatory, hateful, harassing, abusive, obscene, threatening, physically dangerous, or otherwise objectionable conduct;
➞ Attempt to indicate in any manner that you have a relationship with Utrain or that Utrain has endorsed you or any services for any purpose unless Utrain has provided written permission to do so;
➞ Send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters or pyramid schemes, or harvest or collect the email addresses or other contact information of other users for the purpose of sending spam or other commercial messages;
➞ Access, use or attempt to access or use another’s account without authorization from such user and Utrain;
➞ Develop any third-party application that interacts with User Content or our Services without Utrain’s prior written consent;
➞ Use any robot, iframe, spider, crawler, scraper or other automated means or interface not provided or authorized by Utrain to access out Services, including, without limitation, for the purpose of copying, extracting, aggregating, displaying, publishing or distributing any content or data made available via our Services;
➞ Bypass or ignore instructions contained in the robots.txt file, accessible at www.utrain.com/robots.txt, that controls all automated access to our Services; or
➞ Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You will defend, indemnify and hold harmless Utrain, its independent contractors, service providers and consultants, and their respective directors, officers, employees and agents (collectively, “Utrain Parties”), from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your access to or use of our Services; (b) any User Content or Feedback you provide; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services.
16. Limitation of Liability
You assume all risks when using our Services, including all of the risks associated with interactions with other users. You agree to take all necessary precautions when interacting with other users.
18. Modifications to Our Services
Utrain reserves the right to modify or discontinue, temporarily or permanently, our Services, or any features or portions thereof, without prior notice. You agree that Utrain will not be liable for any modification, suspension or discontinuance of our Services, or any part thereof.
19. Dispute Resolution; Arbitration
19. Dispute Resolution; Arbitration
19.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Sections 10 or 12 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Utrain agree (a) to waive your and Utrain’s respective rights to have any and all Disputes arising from or related to these Terms, our Services or the products and services available on our Services, resolved in a court, and (b) to waive your and Utrain’s respective rights to a jury trial. Instead, you and Utrain agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
19.2. No Class Arbitrations, Class Actions or Representative Actions
You and Utrain agree that any Dispute arising out of or related to these Terms, our Services or the products and services available on our Services is personal to you and Utrain and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Utrain agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Utrain agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
19.3. Federal Arbitration Act
You and Utrain agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
19.4. Notice; Informal Dispute Resolution
You and Utrain agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Utrain will be sent by certified mail or courier to 122 East Main Street, Suite A, Charlottesville, VA 22902. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Utrain account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Utrain cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Utrain may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding or, to the extent specifically provided for in Section 19.1, file a claim in court.
Except for Disputes arising out of or related to a violation of Sections 10 or 12 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Utrain agree that any Dispute must be commenced or filed by you or Utrain within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Utrain will no longer have the right to assert such claim regarding the Dispute). You and Utrain agree that (a) any arbitration will occur in Charlottesville, Virginia, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the Commonwealth of Virginia and the United States, respectively, sitting in Charlottesville, Virginia, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
19.6. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by writing to: 122 East Main Street, Suite A, Charlottesville, VA 22902. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.
20. Applicable Law and Venue
These Terms and your use of our Services will be governed by and construed in accordance with the laws of Charlottesville, without resort to its conflict of law provisions. To the extent the arbitration provision in Section 19 does not apply, you agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in Charlottesville, Virginia and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Utrain reserves the right, without notice and in its sole discretion, to terminate your license to access and use our Services and to block or prevent your future access to and use of our Services.
22. Changes to These Terms
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
If any provision of these Terms will be deemed unlawful, void or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
24. Notice for California Users
Under California Civil Code Section 1789.3, California users of our Services are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834-1924, or by telephone at (800) 952-5210.
Questions & Contact Information
