Terms of Use
Thank you for your interest in the products and services of Shelly Sherman Coaching & Consulting, LLC, an Ohio limited liability company, and affiliates (collectively “SSCC,” “we,” “us,” or “our”). The following Terms of Service (“Terms”) shall control the use and access of all customers, partners and visitors (collectively, “you,” “your,” “User(s)”) to our website(s) (the “Site”), our mobile application(s) (the “App”), and/or any other related service or product we offer (collectively, the “Services”). As a User of our Services, these Terms are a legally binding contract, and you should read them carefully. We also recommend you read our Privacy Policy. If you have any questions about these Terms, please contact us at shelly@shellyshermancoaching.com.
1. SERVICES
As a condition of using the Services, you affirm that you are either over 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, waivers, representations and warranties set forth in the Terms, and to abide by and comply with the Terms. SSCC may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
You further affirm that you are not under the age of 13, as the Services are not intended to be offered to children under that age. If you are under 13 years of age, then please do not use the Services.
Whether or not identified on the Site, SSCC’s products and services may not be available in all areas of the United States. You also may not be eligible for SSCC’s products and services. We reserve the sole right and discretion to determine eligibility. Certain products or services may be subject to specific terms, conditions, representations or agreements as identified on the Site, the App, or elsewhere by SSCC.
Use of the Services requires one or more compatible devices, Internet access (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves Internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
2. CHANGES TO TERMS
SSCC may revise and update these Terms from time to time in its sole discretion. Unless stated otherwise, all changes are effective upon notice and apply to all access to and use of the Services. Your continued use of the Services following notice and posting of any revised Terms means that you accept and agree to any changes.
3. MOBILE DEVICE ACCESS
To the extent you access the Services through a Mobile Device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services or applications may be prohibited or restricted by your carrier, and not all mobile services or applications may work with all carriers or devices. SSCC may use certain functionality facilitated by your mobile device to improve your experience with our Services. You may disable any aspect of your mobile device – including GPS functionality, push notifications, and other data features and settings – at any time. Disabling certain functions may impair SSCC’s ability to provide certain aspects of the Services, and SSCC is not responsible for any limitation imposed on the Services by your mobile device and/or its settings.
4. REGISTRATION
You may be required to provide information about yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate.
5. USER CONTENT
You understand that content (including any text, graphic, audio, video, transcripts, log files, or other content) made available or transmitted via the Website by a User or generated in connection with your use of or access to the Services (“User Content”), whether privately transmitted or made publicly available, is the sole responsibility of the User who generated such User Content. You, not SSCC, are responsible for all User Content that you transmit via, make available on, or is generated in connection with your use of or access to the Services. In no event will we be liable in any way for User Content.
User Content generated by other users is provided to you AS-IS. You may access and use such User Content solely as intended through the provided functionality of the Services and as permitted under the Terms. Unless otherwise permitted under these Terms, you shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any User Content generated by another User for any other purposes without the prior written consent of SSCC and the respective owners and licensors of the User Content.
With respect to User Content you make available or transmit via the Services, to the extent permitted by law and consistent with our Privacy Policy, you grant us an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license to use, display, copy, distribute, modify, make derivative works of, sell, and import the User Content in connection with the products and services owned, licensed or developed by SSCC and our licensors.
6. ADVERTISING
The Services may contain advertisements. In consideration for SSCC letting you access and use the Services, you agree that we and our third party partners may place advertising on the Services[SB1] . Because the Services contain User Content, advertising may sometimes appear on your content and/or other Users’ Content.
7. TECHNICAL PROBLEMS
SSCC is not responsible for any technical issues with your use of the Services related to unavailability or interruptions of the Services for any reason. You may report technical problems by emailing us at the contact information provided at the beginning of these Terms. SSCC is not responsible for fixing any technical issue submitted or discovered.
8. RELATIONSHIP
These Terms do not create a partnership or agency relationship between SSCC and any User. Users do not have authority to enter into written or oral (whether implied or express) contracts on behalf of SSCC. Even where a User links to SSCC’s Services and/or promotes SSCC’s Services on its platform(s), such activities shall not confer any authority to bind or otherwise solicit contracts on behalf of SSCC; nor shall any User be entitled to any compensation or remuneration for engaging in such activities.
9. LINKS TO OTHER SITES
The Services may link to or may be accessed in connection with external sites, and may connect you with third party services and/or content. These links or the ability to access other external sites from the Service are provided for your convenience only and do not constitute an endorsement by SSCC of such sites or their content, products, services or other materials. You access such external sites at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from external sites. SSCC has no control over the content of any external sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them – this includes any content on external sites that make representations or warranties about SSCC’s Services, to which SSCC shall not be bound. If you decide to access any external sites linked to or otherwise accessible from the Services, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such external sites. You agree to hold SSCC harmless from any loss or liability that may result from the use of any links or access to external sites that may appear on the Service.
10. RESTRICTIONS
In accessing and using the Services, you agree to abide by the following rules, restrictions and limitations. You are solely responsible for your conduct and for your communications and interactions with other Users and with SSCC. SSCC is not responsible for any dispute that may arise between Users while using the Services.
a. You shall not access or use the Services for any unlawful purpose, or for any use or purpose not intended by SSCC;
b. You will not use the Services in any way that could interfere with, disrupt, negatively affect, or inhibit other Users from using the Services, or that could damage, disable, overburden or impair the functioning of the Services;
c. You will not use the Services in violation of any law, including traffic laws;
d. You will not abuse, harass, impersonate, intimidate or threaten any User or any SSCC employee, agent, or vendor;
e. You will not use the Services to contact, advertise to, solicit, or sell any product or service to any User without express consent from SSCC and any such User;
f. You will not post or transmit any content of any kind using the Services that links to marketing schemes or solicitation of other products or services without SSCC’s express consent;
g. You will not use any data mining software, robots, spiders or similar data gathering and extraction tools to access, acquire, copy, monitor, retrieve, index, “scrape,” “data mine,” or in any way gather content or data from the Services or otherwise circumvent the navigational structure or presentation of the Services;
h. You will not disseminate or transmit viruses, worms, Trojan horses, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear GIFs, single pixel GIFs, pixel tags, web beacons, action tags, web bugs, cookies, or other similar devices;
i. You will not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
j. You will not interfere with or circumvent any security feature or any feature that restricts or enforces limitations on the use of, or access to, the Services;
k. You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures of the Services;
l. You will not remove, change or obscure any copyright, trademark notice, trademark, hyperlink or other proprietary rights notices contained within the Services; and,
m. You will not encourage or promote any activity that violates these Terms.
11. TERMINATION
SSCC reserves the right to terminate your use of the Services at any time, for any reason, in its sole discretion, and without notice. SSCC also reserves the right to demand the removal of any marks or other intellectual property from your website or other platform(s). In addition to suspension and/or termination of your use of the Services, nothing in these Terms shall preclude or prohibit SSCC from pursuing any other remedy available at law or equity in connection with your use of the Services.
12. DISCLOSURE NOTICE
SSCC reserves the right to access, read, preserve, and disclose any information new reasonably believe is necessary to do any of the following: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our Users' or the public's rights, property or safety.
13. INTELLECTUAL PROPERTY
a. You hereby grant to SSCC a non-exclusive, royalty-free, fully paid-up, right and license to use your data for the purposes of providing you with the Services. You represent and warrant that you are the exclusive owner of your data or have all rights and licenses necessary to grant the rights to your data that you have granted to SSCC in these Terms without the need to obtain any third-party consents or permissions.
b. The Services are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, and solely for so long as you are permitted by SSCC to access and use the Services, SSCC grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicenseable right to access and use the Services for private, personal, non-commercial use. Unless expressly granted to you in these Terms, SSCC and its licensors reserve and retain all right, title and interest (including all intellectual property rights) in and to: (i) the Services; and (ii) the technology, code, systems and software used to provide the Services. You shall not circumvent or disable any content protection system or digital rights management technology used in the Services or take any other action in contravention of any intellectual property right of SSCC with respect to the Services and any other products, services, marks, copyrights, patents and/or trade secrets of SSCC. Notwithstanding anything in these Terms, SSCC at all times and in all forms retains full, exclusive and complete ownership of the Services.
c. Certain software code incorporated into or distributed with the Services may be licensed by third parties under various “open-source” or “public-source” software licenses, and such software is not licensed under these Terms and is instead separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with all such license agreements.
d. You further understand and agree that SSCC owns and has the right to collect, extract, compile, synthesize, analyze and use aggregate data and usage data, without a duty of accounting to you or any User, consistent with our Privacy Policy.
14. FEEDBACK
We welcome feedback from our customers. Should you wish to provide comments, suggestions, ideas, or other feedback (collectively “Feedback”), you may do so at the contact information provided at the beginning of these Terms, or in any other form facilitated by the SSCC and/or its Services. You understand and acknowledge that your Feedback is voluntary, and SSCC may use such Feedback in any way it sees fit. SSCC shall not owe you any duty with respect to your Feedback, and you hereby relinquish any right in such Feedback, and grant SSCC an irrevocable, perpetual, non-exclusive license without being entitled to any compensation of any kind whatsoever. SSCC may use, display, modify, make derivative works, sell, and/or transfer such Feedback at its sole discretion.
15. COPYRIGHT POLICY
a. Copyright Policy. SSCC takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the SSCC Site infringe your copyright, you may request removal of those materials (or access to them) by submitting written notice to our Copyright Agent designated below.
b. Notice to SSCC. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; a statement that the information in the DMCA Notice is accurate; and (vi) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site or App is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
c. Copyright Agent. DMCA Notices must be delivered to our designated Copyright Agent:
Shelly Sherman Coaching & Consulting, LLC
Attn: Copyright Agent
shelly@shellyshermancoaching.com
DISCLAIMERS
SSCC SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND THE USE THEREOF IS AT YOUR SOLE RISK. SSCC MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, AND TITLE WITH RESPECT TO THE SERVICES, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. SSCC DOES NOT WARRANT THAT THE USE OF YOUR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SSCC EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. SSCC FURTHER DOES NOT WARRANT THAT: (A) THE SERVICES (OR THE RESULTS OBTAINED FROM THE USE THEREOF) WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (C) ANY ERRORS OR MALFUNCTIONS IN THE SITE WILL BE CORRECTED. SSCC IS NOT LIABLE IN THE EVENT OF ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE, , INCLUDING, BUT NOT LIMITED TO, ANY INTERRUPTION, SUSPENSION OR CESSATION OF ACCESS TO THE SITE, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL OR MALICIOUS CODE WHICH MAY BE TRANSMITTED THROUGH THE SITE, BY ANY THIRD PARTY. SSCC MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE ON ITS SITE.
SSCC TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH SSCC WILL BE RESPONSIBLE FOR.
ALL THIRD PARTY MATERIAL AND THIRD PARTY SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTIES OF ANY KIND. SSCC MAKES NO WARRANTIES OF ANY KIND, EXPRESSOR IMPLIED, RELATING TO ANY PRESENT OR FUTURE METHODOLOGY EMPLOYED IN OUR GATHERING OR REPRODUCING OF ANY THIRD PARTY MATERIAL OR THIRD PARTY SERVICES, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME.
16. WAIVER, RELEASE AND LIMITATION OF LIABILITY
a. SSCC IS IN NO EVENT RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, COST OF SUBSTITUTE PROCUREMENT, ARISING IN WHOLE OR IN PART FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR ANY PORTION THEREOF, EVEN IF SSCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SSCC’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO ONE HUNDRED DOLLARS (USD$100.00).
b. WAIVER OF TRIAL BY JURY. BY ENTERING INTO THIS AGREEMENT, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. YOU CERTIFY AND ACKNOWLEDGE THAT, BY ACCESSING AND USING THE SITE, YOU MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY. IF YOU DO NOT AGREE TO SUCH WAIVER, YOU SHOULD NOT USE THE SERVICES.
c. California Residents. If you are now, or at any time during your use of the Site or the App, a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
17. INDEMNIFICATION
To the extent permitted by law, you will indemnify, defend, and hold harmless SSCC, its parents, subsidiaries, affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all liabilities or losses of any kind arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other user against an Indemnified Party relating to: (a) your use of the Services, including any payment obligations incurred through receipt of any Services; (b) failure to comply with these Terms by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; or (e) violation of privacy rights or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents.
18. GOVERNING LAW
Our Services are hosted in the United States. If you are using or accessing the Services from outside the United States or any other region with laws or regulations governing personal data collection, use and disclosure that differ from United States laws, please be advised that through your use of the Services, which are governed by United States law, you are transferring information to and from the United States and you consent to that transfer.
The laws of the State of Ohio and applicable United States law govern these Terms and matters arising out of or relating to the Services, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts venued in Hamilton County, Ohio for the purpose of any suit, action, or other proceeding arising out of or based upon this Policy, your access to or your use of the Services, which courts are the exclusive forum for any such suit, action, or other proceeding.
19. OTHER AGREEMENTS; ASSIGNMENT
These Terms are not intended to change or affect any separate agreement or contract that you may have with SSCC. However, with respect to the Services, these Terms constitute the entire agreement between us with respect to anything related to the Services and your use of the Services. No failure to act on any right by SSCC shall constitute a further continuing waiver of the same. You have no right to assign any rights under these Terms, but SSCC may transfer and/or assign any rights under these Terms without limitation and without notice or consent from you.
20. MISCELLANEOUS
The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way affect the validity, legality or enforceability of any other term or provision of these Terms. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If a court or arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to achieving the purpose of the invalid or unenforceable term or provision, and the parties agree that these Terms shall be enforceable as so modified.
21. ACCEPTANCE OF TERMS
By using or accessing the Services, you acknowledge that you have reviewed, understood, and accept these Terms of Service, including those aspect of the Terms of Service related to the availability of our products and services, eligibility for such products and services, collection of information, use of information, security of information, and/or privacy of information as identified in the Terms of Service and/or in our Privacy Policy, which is incorporated by reference.