Last Updated: June 6, 2014
GOALMINDED PROVIDES AN ONLINE PLATFORM THAT CONNECTS COACHES (DEFINED BELOW) WITH CLIENTS. THROUGH THE SITE, COACHES MAY CREATE ONLINE PROFILES AND PROVIDE COACHING SERVICES IN THE AREA OF HEALTH, WELLNESS, LIFE AND CAREER (THE “COACH”) AND CLIENTS MAY LEARN ABOUT THE COACHES AND BOOK COACHING SESSIONS DIRECTLY WITH THE COACHES (THE “SERVICE”). YOU UNDERSTAND AND AGREE THAT GOALMINDED IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CLIENT AND COACH. GOALMINDED DOES NOT MONITOR AND DOES NOT HAVE CONTROL OVER THE QUALITY OF SERVICE PROVIDED BY THE COACHES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You should be aware that neither Goalminded Limited nor the use of the Service intends to create any physician-patient relationship or be a substitute for any in- person medical consultation or examination. As a user of our Service, you may receive advice or guidance on a variety of topics, including your fitness, career, leadership and wellbeing. However, you should always seek the advice of a health care practitioner on any matters related to your health. Always consult a physician before starting a fitness program, changing your diet, or making other changes to your lifestyle that may impact your health or wellbeing. Not all diet or exercise programs are suitable for everyone. You should seek proper medical advice for any ailments. The resources and information on our Site or Service are intended for use by healthy individuals. Our coaches do not diagnose, treat or cure medical conditions and our services are not intended to replace medical consultations. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
Any advice that may be posted on the Site or Service is for informational purposes only. Goalminded makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site or Service. We are not responsible for any health problems that may result from any changes you make to your fitness, health routine or lifestyle as a result of information you may read on this Site or the Service.
By engaging and/or using the Site or Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions hereof.
You hereby acknowledge that Goalminded will not verify your representations and warranties herein, and you acknowledge that Goalminded has no obligation to do so. Goalminded reserves the right, but not the obligation, to take action it deems appropriate in its sole discretion, including but not limited to terminating your use of the Site or Service, should it determine, in its sole opinion, that you have violated any representation or warranty or any other provision of this Agreement.
NOTWITHSTANDING THE FOREGOING, GOALMINDED DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THE SITE OR SERVICE. USERS DO HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD GOALMINDED HARMLESS FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THIS SITE OR SERVICE.
- EXCLUSIVE USE. As a Client, your account is for your sole, personal use, you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. As a Client, you also agree to provide us with accurate and complete information about you, and to keep that information up to date. Without limiting any of our other rights under this Agreement, if we have reason to believe that the information you have provided is inaccurate or untrue, we have the right to suspend and/or terminate your use of the Site.
- CONTENT, COMMUNITY STANDARDS AND CONDUCT GUIDELINES. You acknowledge that all information publicly posted or privately transmitted through the Site or Service is the sole responsibility of the content originator and that Goalminded does not confirm or guarantee the authenticity of any content on the Site or Service.
While we reserve the right to moderation, we may not moderate or control in any way the content posted, emailed or otherwise transmitted on our Site or Service. You confirm that while we have adopted general community standards and conduct guidelines for our Site or Service, you may still see postings that you find offensive or objectionable. Other than content developed by us, we will under no situation be held liable in any way for any postings of individuals including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any posting of content on the Site or Service. You agree not to use the Site or Service to:
- Upload, post, distribute, or facilitate distribution of any content that is unlawful, abusive, threatening, defamatory, harassing, deceptive or fraudulent, invasive of another person’s privacy, profane, vulgar, promotes racism or bigotry, is violent or otherwise objectionable;
- Upload, post, distribute or facilitate distribution of any content that is obscene, pornographic or adult in nature, including photographs, graphics, text, cartoons or art, drawings, links to other obscene, pornographic or adult materials, is off-colour or has blatant suggestive titles or double meanings;
- Impersonate any person or other entity including any employee or representative of Goalminded Limited;
- Falsely misrepresent in any way your affiliation with Goalminded Limited or any other person or entity;
- Upload, post, distribute or facilitate distribution of any content that infringes upon any patent, trademark, trade secret, copyright, privacy, non-disclosure, or non- compete agreement;
- Upload, post, distribute or facilitate distribution of any content or other materials that contain software viruses, worms, logic bombs, Trojan horses or other malicious code designed to disrupt, disable, damage, limit or interfere with the Site or Service or to obtain unauthorized access to any system, data, password or other information of Goalminded or any third party;
- Intentionally or unintentionally violate any applicable local, provincial, national or international law, including, but not limited to, any regulations having the force of law;
- Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Site or Service, including user names passwords, identification documents or financial information; or access or attempt to access another user’s account; or
- SUBMISSIONS. If, at our request or of your own doing, you send, email, distribute or facilitate distribution to the Site or Service any content, (collectively, the “Submissions”), you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such Submissions.
When you delete any Submission to the Site or Service you understand that any removed Submissions may persist in backup copies for a reasonable time period and while we will not further share it on our Site or Service, it will remain with other Users who have previously accessed or downloaded your Submissions.
- INFORMATION-NO WARRANTY. This Site and the information, content and materials contained in this Site or Service, including text, graphics, information, links or other items are provided “as is”, “as available” and with “all faults”. GOALMINDED DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS SITE OR SERVICE AND THE INFORMATION, CONTENT AND MATERIALS CONTAINED IN THIS SITE OR SERVICE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION, CONTENT AND MATERIALS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, BUGS, OTHER DEFECTS OR SECURITY INTRUSIONS IS GIVEN IN CONJUNCTION WITH THIS SITE OR SERVICE AND THE INFORMATION, CONTENT AND MATERIALS CONTAINED IN THIS SITE OR SERVICE.
- SERVICES-DISCLAIMER OF WARRANTIES. GOALMINDED PROVIDES THE SERVICES ON AN “AS IS”, “AS AVAILABLE” AND WITH “ALL FAULTS” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. GOALMINDED DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR- FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. GOALMINDED DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES. YOU WILL NOT BE ENTITLED TO A REFUND FOR SERVICE INTERRUPTED BY POWER OUTAGE, POOR WIFI CONNECTION OR ANY OTHER TECHNICAL DIFFICULTY.
- THIRD PARTY CONTENT LIMITATION OF LIABILITY. Opinions, advice, statements, offers, or other information or content made available through the Site or Service, but not directly by Goalminded, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. GOALMINDED DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SITE OR SERVICE, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN GOALMINDED. UNDER NO CIRCUMSTANCES WILL GOALMINDED BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR SERVICE, OR TRANSMITTED TO OR BY ANY USERS.
- NOTICE OF TRADEMARK AND OTHER INTELLECTUAL PROPERTY RIGHTS. You acknowledge that this Site or Service contains information, software, photos, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, “content”) that are protected by copyrights, patents, industrial designs, trade-marks, trade secrets and/or other intellectual property or proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All content is copyrighted under copyright laws (and, if applicable, similar foreign laws), and we own a copyright on the “look and feel”, selection, co-ordination, arrangement, and enhancement of this Site or Service. All trademarks appearing in this Site or Service are trademarks of their respective owners. “Goalminded” and the Goalminded logo are the trademarks and service marks of Goalminded Limited. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the content which they make available on the Site or Service. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the content, in whole or in part. You also acknowledge and agree that you will not: copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code of any software, products or services obtained from this website; access this Site or Service by means other than through the standard industry-accepted methods; violate any applicable local, provincial, national, or international law, rule or regulation or use the website for any purpose that is prohibited by this Agreement. When content is downloaded to your computer, you do not obtain any ownership interest in such content. You have a limited license to use such content solely for your personal purposes. Modification of the content or use of the content for any other purpose, including, but not limited to, use of any content for any commercial purpose, in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
- FURTHER DISCLAIMERS. You acknowledge that Goalminded has no control over, and no duty to take any action regarding: which Users have access to the Goalminded Service; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. Users of the Service must have a valid ID to login. YOU RELEASE GOALMINDED FROM ALL LIABILITY FOR YOUR HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE GOALMINDED SITE OR SERVICE. The Site or Service may contain, or direct you to websites containing information that some people may find offensive or inappropriate. Goalminded makes no representations concerning any content contained in or accessed through the Site or Service, and Goalminded will not be responsible or liable for the accuracy, copyright compliance, trademark compliance or other intellectual property compliance, legality or decency of material contained in or accessed through the Site or Service.
GOALMINDED, AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE OR SERVICE WILL BE SECURE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE OR SERVICE IS FREE OF VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE, SERVICE AND CONTENT IS SOLELY AT YOUR OWN RISK.
- INDEMNIFICATION. You shall defend, indemnify, and hold harmless Goalminded, its affiliates, and each of its and its affiliates’ employees, contractors, directors, officers, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to (i) your (A) use or misuse of, or access to, this Site, our Service or our content (B) violation of this Agreement, or (ii) infringement by you, or any third party using your account, of any intellectual property or other rights of any person or entity. Goalminded reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, or any matter mentioned above for which you owe Goalminded indemnification and which you fail to adequately defend, in which event you will assist and cooperate with Goalminded in asserting any available defenses.
- LIMITATION OF LIABILITY. ALL LIABILITY OF GOALMINDED, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS, LICENSORS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF THIS SITE, OUR SERVICE OR OUR CONTENT IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF GOALMINDED, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS, LICENSORS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO THE AMOUNT YOU HAVE PAID BY YOU TO GOALMINDED FOR SERVICES IN THE LAST 30 DAYS, OR, IF YOU HAVE NOT PAID GOALMINDED FOR SERVICES, THE AMOUNT OF CND $25.00.
IN NO EVENT SHALL GOALMINDED, NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE WITH RESPECT TO THIS SITE, OUR SERVICE, OUR CONTENT OR INFORMATION IS LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND; OR (II) LOSS OF PROFITS, LOST REVENUE, COST OF REPLACEMENT GOODS OR SERVICES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, OR THE INABILITY TO ACCESS OR USE THE SITE OR SERVICES, WHETHER CAUSED BY GOALMINDED OR THIRD PARTIES, ONLINE SERVICE PROVIDERS, ANY AGENT OR SUBCONTRACTOR OF ANY OF THE FOREGOING.
Goalminded shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Goalminded’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.
- GOVERNING LAW AND DISPUTE RESOLUTION. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Toronto, Ontario, using the English language in accordance with the procedures set forth in the Arbitrations Act, 1991 (Ontario), as amended, by one commercial arbitrator (the “Arbitrator”) with substantial experience in resolving intellectual property and commercial contract disputes. The arbitration shall be held in the City of Toronto. The procedure to be followed shall be agreed by the parties or, in default of agreement, determined by the Arbitrator. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable legal fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the Arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the courts of Toronto, Ontario, or the Federal Courts of Canada, as applicable. Use of the Site or Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section. Goalminded makes no representations that the Site or the content available through the Service is appropriate or permitted for use outside Canada or the United States. You may not use this Site from any jurisdiction where access and/or use of the Service is prohibited or violates any laws.
- NO CLASS OR CONSOLIDATED ACTIONS. The parties agree that neither will have the right to participate as a representative or member of any class of claimants pertaining to a claim subject to arbitration under this agreement. The parties further agree that neither will have the right to consolidate claims subject to arbitration under this Agreement.
- NOTICE OF COPYRIGHT INFRINGEMENT. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user to use our Site or Service (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this Site or Service are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Site or Service;
- your name, mailing address, telephone number and email address;
- 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
- a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf; and
- a physical or electronic signature of the owner of the copyright or a person authorized to act on its behalf.
Notices with respect to this website should be sent to our designated agent for notice of claims of copyright infringement: Baker & Company – Attention: Mark Baker, 130 Adelaide Street West, Suite 3300, Toronto, Ontario, Canada M5H 3P5
- MISCELLANEOUS This Agreement is personal to you, and is not assignable, transferable or sub licensable by you except with Goalminded’s prior written consent. Goalminded may assign, transfer or delegate any of its rights and obligations hereunder without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and you do not have any authority of any kind to bind Goalminded in any respect.
If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior, oral or written understandings, agreements or contracts, formal or informal, between the parties hereto with respect to the subject matter of this Agreement. No modification, alteration or waiver of the terms of this Agreement shall be binding unless the same shall be in writing dated subsequent to the date of this Agreement. This Agreement may be modified by our posting a revised Agreement on this Site or by other notification from us. Each time you access this Site or Service, you will be deemed to have accepted any such changes.
Any notice required to be given in accordance with the provisions of this Agreement shall be deemed to have been effectively given by personal delivery (such notice deemed to have been given on the date of personal delivery), by facsimile or email (such notice deemed to have been given on the date it was sent) or by regular mail (such notice deemed to have been given five (5) business days after the date of mailing).
If you have any questions or need further information as to the Site or Service provided by Goalminded, or need to notify Goalminded on any matters relating to the Site or Service please contact Goalminded at: Baker & Company – Attention: Mark Baker, 130 Adelaide Street West, Suite 3300, Toronto, Ontario, Canada M5H 3P5.