APPLICATION OF TERMS

     These User Terms (“User Terms”) govern your access to and use of the coaching and learning management services and platform, the website and/or mobile applications provided by Optify, Inc. (“Optify”) and/or its licensors or third party providers and all services and applications available thereon (collectively, the “Services”).

     By clicking on a registration or new account submission button associated with any of the Services, or by otherwise using any of the Services or accessing any content provided through the Services, you agree to be bound by these User Terms, as updated from time to time by Optify in its sole discretion. In addition to these User Terms, you may also be bound to terms and conditions associated with an agreement entered into by the entity through which you obtained your rights to use the Services (an “Enterprise Agreement”) or an agreement through which you provide coaching services (a “Coach Agreement”). In the event of a conflict between these User Terms on the one hand and such an Enterprise Agreement and/or a Coach Agreement on the other hand, the terms of the Enterprise Agreement or Coach Agreement, as applicable, shall control.

ACCOUNTS AND REGISTRATION

     By agreeing to these User Terms, you represent and warrant that: (a) you have not previously been suspended or removed from the Services; and (b) your registration and your use of the Services is and will comply with all applicable laws and regulations. To access some features of the Services, you may be required to register for an account. When you register for an account you will be asked to provide us with some information about yourself, such as email address, phone number, or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others.

USE OF THE SERVICES AND RESTRICTIONS

     Subject to your compliance with these User Terms, Optify grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services.  Except as expressly stated herein, these User Terms do not provide you with a license to use, reproduce, distribute, display, or provide access to any portion of the Services (including any content associated with the Services) on any third-party web sites, services, or otherwise.

USE OF CONTENT

 Subject to the restrictions set forth in these User Terms, you may copy information (such as resources from the resource library, coaching history, assignments, and resources assigned by coaches) from the Services without the aid of any automated processes and only as necessary for your personal use to view, save and/or print such information.

RESTRICTIONS ON USAGE OF THE SERVICES AND CONTENT

 By using the Services and/or accessing the content available thereon, you agree not to:

• reproduce, modify, distribute, display, or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services;
• remove or modify any copyright or other intellectual property notices that appear in the Services or any of the content available thereon;
• use the Services in any way that is unlawful, or harms Optify, its service providers, suppliers, affiliates, or any other user;
• use the Services in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
• distribute or post spam or other unsolicited messages, or similar communications through the Services;
• impersonate another person, misrepresent your affiliation with another person or entity, or make any representation to any third party under false pretenses;
• upload invalid data, viruses, worms, or other software agents to the Services;
• post, reproduce, publicly display, or otherwise make accessible any content, which Optify, in its sole discretion, considers illegal, offensive, or objectionable, including without limitation, content that harasses, discriminates, demeans, threatens or disparages any individual or class of individuals or which infringes any intellectual property rights of any third parties;
• interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures Optify or its licensors may use to prevent or restrict access to the Services;
• access or use any of the Services to develop competitive products or services; or
• attempt to, or permit or encourage any third party to, do any of the above.

USER MATERIALS

     Certain portions of the Services may generate aggregated information such as survey results and/or system performance metrics (“User Materials”).  User Materials expressly exclude confidential communications and information which is personally identifiable and which may be shared between coach and client.  You grant us an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law.

INTELLECTUAL PROPERTY

     The Services are owned and operated by Optify. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (the “Optify Materials”) that is provided by Optify are protected by intellectual property and other laws and are the property of the Optify and/or its third-party licensors. Except as expressly allowed by these User Terms, you may not make use of the Optify Materials, and Optify reserves all rights to the Optify Materials and Services not expressly granted in these User Terms.

FEEDBACK

     If you choose to provide input and suggestions regarding the Services, including those related to any of the Optify Materials (“Feedback”), then you hereby grant to Optify an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including the improve the Services or create other products and services.

ACCOUNT SUSPENSION AND CHANGES TO USER TERMS

     If you violate any provision of these User Terms, Optify may, in its sole discretion, deactivate, suspend, or terminate your access to your account and the Services and your permission from Optify to use the Services.  Optify may alter, suspend or discontinue the Services or any portion of the Services without notice. Optify will not be liable whatsoever for any change to the Services or any suspension or termination of your access to, or use of the Services.

     Optify reserves the right to change these User Terms at any time in its sole discretion. Optify will make commercially reasonable efforts to notify you of any material changes to these User Terms. Your continued use of the Services after any updates are effective will represent your agreement to the revised version of the User Terms. You further waive any right you may have to receive specific notice of such changes to these User Terms. You are responsible for regularly reviewing these User Terms.

PRIVACY

     Optify may collect, use, store, and disclose personal information in accordance with Optify’s Privacy Policy. Please consult the Optify Privacy Policy for more information, which is incorporated into, and made a part of, these User Terms.

CHOICE OF LAW

     These User Terms are governed by the laws of the Commonwealth of Virginia, without giving effect to its conflict of laws’ provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Fairfax County, Virginia for any and all disputes, claims and actions arising from or in connection with the Services or otherwise under these User Terms.

ADDITIONAL PROVISIONS

     If any part of these User Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these User Terms will continue in effect.  Optify’s failure to act with respect to a breach, or Optify’s choice to otherwise waive breach, by you or others does not waive its right to act with respect to subsequent or similar breaches.

     By using the Services, you consent to receiving certain electronic communications from Optify as further described in the Optify Privacy Policy.

     Optify will not be liable for performance delays nor for non-performance due to causes beyond its reasonable control.

     Optify's liability to you in connection with the use of the Services is limited to the amount actually paid by you or the entity from which you derive your rights to use the Services for the relevant Service (provided that Optify’s cumulative liability to all users deriving rights from such entity shall not in any event exceed the amount paid to Optify by such entity).  Neither you nor Optify will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for any liability that may not be excluded or limited by applicable law.