IMPORTANT NOTICE: THESE TERMS CONTAIN, AMONG OTHER THINGS, A BINDING ARBITRATION TERM AND A CLASS ACTION WAIVER, BOTH OF WHICH AFFECT YOUR LEGAL RIGHTS (SEE SECTION 37). PLEASE READ CAREFULLY.
1.The Platform. This website, as well as any other HatchPath, LLC, (“HatchPath”) branded media form, media channel, mobile website or mobile application related, linked, or otherwise connected to this website is collectively referred to as the “Site”. The platform (the “Platform”) is part of the Site and provides an online venue that enables registered users (“Members”) to publish information about, offer, search for, post coaching requests for, message Members about, book, and use services. Members who publish information about themselves and offer services are “Coaches”. Members who search for, post coaching requests for, book, and use services are “Clients.” Coaches offer coaching services (“Coaching Services”) and deliver Coaching Services via the Platform in sessions (“Sessions”). The Platform also provides communications and invoicing tools.
2.These Terms Apply to You. These Terms constitutes a legally binding agreement between you, whether personally or on behalf of any legal entity, including a partnership, (“you” and, where applicable, “your”) and HatchPath, concerning your access to, and use of, the Site and the Platform. These Terms, as changed by HatchPath from time to time, remain in full force for as long as you use the Site and/or the Platform. To access many of the features of the Platform, you first must agree that you have read, understood, and agree to be bound by all of these Terms. IF, HOWEVER, YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE PLATFORM AND YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SITE AND THE PLATFORM. YOUR USE OF THE SITE AND/OR THE PLATFORM CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND AND ABIDE BY THESE TERMS. HatchPath’s policies referred to in these Terms and any supplemental terms and documents that may be posted on the Site from time to time are expressly incorporated into these Terms by reference.
3. HatchPath’s Role. HatchPath has developed the Platform to facilitate the connection between Coaches and Clients. HatchPath seeks to ensure that all Members have great experiences using HatchPath; however, HatchPath is not in the business of providing Coaching Services. Coaches and Clients may enter into contracts between themselves for the delivery of Coaching Services in Sessions. HatchPath is not a party to any contract between a Coach and a Client. HatchPath is not a broker or insurer respecting the relationship or contract between a Coach and a Client or in respect of any Client, Coach, Coaching Services, or Session. HatchPath is not acting as an agent in any capacity for any Member. In addition, HatchPath does not:
a. own, control, manage, supervise, monitor, endorse, or make offers on behalf of, any Coach;
b. control, manage, supervise, monitor, endorse, or make offers on behalf of, any Client;
c. control, manage, monitor, endorse, or supervise any Coaching Services; or
d. control, manage, monitor, endorse, supervise, offer, or book any Sessions.
4. Role of Coaches and Clients. You must create a password-protected account (“Account”) to access and use many features of the Platform. The Platform enables Members to provide postings, coaching requests, scheduling, messages, calendar information, text, displays, data, photographs, images, graphics, music, audio, video, information, reviews of Coaches by Clients (“Reviews”), feedback, suggestions, questions and comments and other content (collectively, “Content”). The Platform is where Coaches publish Content about themselves and about their Coaching Services, including tags that indicate the types of Coaching Services provided. The Platform is also where Clients search for Coaching Services and create coaching requests (“Coaching Requests”) through which Clients invite Coaches to bid to deliver the applicable Coaching Services. The Platform provides each Client with an easy to complete template to post a Coaching Request. Coaching Requests include a description of what Coaching Services the Client is seeking, the desired budget range, and tags to specify further what the Client is seeking. A Client may also invite specific Coaches to respond to the Client’s Coaching Request. The Platform will message Coaches after a Coaching Request is posted if the Platform determines that the Coaches are likely qualified to provide the requested Coaching Services. The Platform will also message each Coach who is specifically requested in a Coaching Request. Each Coach may also, at any time, review all the outstanding Coaching Requests and respond to any ones where such Coach believes that the Coach is qualified to provide the requested Coaching Services. The Platform provides each Coach with an easy to complete template to respond to a Coaching Request. The Platform will message the Client each time that a Coach responds to the Client’s Coaching Request. Once a Client receives a response to a Coaching Request, the Client may begin messaging the Coach through the Platform to determine whether or not the Client and the Coach would like to book one or more Sessions. The Platform allows Coaches and Clients to connect in audio and/or video for the delivery of Sessions. Nothing in a Session will constitute Content, unless the participants consent in writing. You must exercise caution, good sense and sound judgment in providing or using Coaching Services. So long as you are eligible to use the Platform and comply with these Terms, you are granted a limited license to access and use the Site and the Platform and to download or print a copy of any part of the Platform or Content to which you have properly gained access, solely for your personal, non-commercial use.
5. No Use of Site Where Prohibited. None of the Site, the Platform, nor any Content is intended for distribution to, or use by any individual or legal entity, including a partnership, in any jurisdiction where such distribution or use would be contrary to applicable law or regulation or which would subject HatchPath to any registration requirement within such jurisdiction. Accordingly, those individuals or legal entities, including partnerships, who access the Site or the Platform from any such jurisdiction do so on their own initiative and are solely responsible for compliance with applicable local laws and regulations.
6. HatchPath’s Mission. HatchPath’s mission is to help you reach your highest possible potential by putting you in contact with all the Coaches on the Platform. The Platform is intended to connect you with the highest quality Coaches from all over the United States and Canada (and other participating countries) to match your unique requirements.
7. Searching for Coaches. On the Platform, you can search for Coaching Services by using criteria like the type of Coaching Services, illness, ailment, desired result, symptom, coach’s name, and more. You can also use filters to refine your search results. Search results are based on the Platform’s assessment of the results’ relevance to your search and other criteria. Relevance considers factors like a Client’s search parameters, price, availability, Reviews, type of Coaching Services, Coach status, popularity, customer service, cancellation history, ease of booking, booking cut-off time, saved Coaches, and more. Learn more about search results in HatchPath’s Help Center. It is your responsibility, and no one else’s, to determine whether a Coach can meet your requirements with a Coach’s Coaching Services before you book a Session.
8. Contracting with Coaches – Booking Sessions. When you book a Session, you are agreeing to pay all applicable fees, other charges, and taxes for your Session, including HatchPath’s Service Fee (as that term is defined in section 28) and any other amounts identified during checkout. When you receive the booking confirmation for any Session, a contract for Coaching Services is automatically formed directly between you and the Coach. The Coach’s cancellation policy, if any, and any other policies or requirements identified in the booking confirmation or during checkout form part of your contract with the Coach. When you book a Session or Sessions, you must also pay for the Session or Sessions in accordance with section 29.
9. Reviews. After each Session, you will have an opportunity to submit a Review. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates HatchPath’s Content Policy or Review Policy or any applicable law or regulation. Bear in mind that as HatchPath does not verify Reviews for accuracy, Reviews may, therefore, be incorrect or misleading.
10. Booking Changes. Clients and Coaches are responsible for changes to any booking they agree to make through the Platform or in any other manner (“Booking Changes”). The Client will pay all additional fees, other charges, and taxes, if any, associated with any Booking Change, unless the Coach requested the Booking Change, in which case the Coach will pay all additional fees, other charges, and taxes, if any, associated with such Booking Change. If either or both of the Client and the Coach are unable to access the Platform for all or a substantial part of a Session because the Platform is not functioning properly, the Client and the Coach may change the booking for such Session without any additional fees.
11. Cancellations and Refunds. You may cancel all your upcoming Sessions with a Coach if the cancellation is made at least 24 hours before the scheduled start time of the next Session. HatchPath’s Refund Policy will apply to such a cancellation. If the Coach cancels all your remaining Sessions, you will be eligible for a refund under HatchPath’s Refund Policy.
12. Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join, or directly or indirectly provide access to, any Session. In respect of any Session, you must act with integrity, treat others with respect, and comply with applicable laws and regulations at all times. If you are booking a Session in which a Minor (as defined in section 41) is expected to participate, or if you bring a Minor to a Session, you must be legally authorized to act on behalf of the Minor and you are solely responsible for acts and omissions of that Minor.
13. Your Assumption of Risk. You acknowledge that many activities carry inherent risks. To the maximum extent permitted by applicable law and regulation, you assume the entire risk arising out of your access to and use of the Site, the Platform, any Content and any Coaching Services. This obligation means it is your responsibility to investigate a Coaching Service to determine whether it is safe and suitable for you. Coaches are not medical professionals, and they do not provide medical services, including psychotherapy or other mental health counseling, or render medical advice. Nothing contained in any Coaching Services should be construed as such advice or a diagnosis. If you expect to engage in any physical activities in respect of your Coaching Services, you are urged and advised to seek the advice of a physician or other licensed medical professional with any questions you may have respecting your health before beginning any such physical activities.
14. Coaches. As a Coach, the Platform offers you the opportunity to share your Coaching Services with HatchPath’s entire community of Clients – and earn money doing it. It is easy to create and manage your own page (your “Page”) on the Platform to offer your Coaching Services. You are in control of how you coach, including by setting your own price, availability, and rules for your Coaching Services. For a Coach which is not an individual, but a legal entity, including a partnership, then, where applicable in these Terms, the defined term “Coach” also includes a reference to all employees, contractors, representatives and agents who may provide Coaching Services on behalf of the legal entity, including a partnership. Each Coach will ensure that all of the Coach’s employees, contractors, representatives and agents who may provide Coaching Services on behalf of such Coach, will adhere to these Terms as if each such employee, contractor, representative or agent were bound by these Terms. By creating an Account, each Coach represents and warrants to HatchPath that such Coach is properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which such Coach may be subject in the jurisdiction in which such Coach offers Coaching Services and in respect of the type of Coaching Services to be offered and provided. Each Coach will comply with all applicable laws and regulations, including, where applicable, the California Consumer Privacy Act, in each Coach’s use of the Platform and any personal information obtained from the Platform. You must include in your Page complete and accurate information about your Coaching Services, price, any other charges, and additional terms, if any, that apply to your Clients or Coaching Services. You must at all times keep your Page up to date and accurate, including your calendar availability and Content, including qualifications and certifications.
15. Contracting with Clients. When you accept a booking request for a Session or Sessions, or receive a booking confirmation through the Platform, you are automatically entering into a contract directly with the Client to deliver your Coaching Services under the terms and at the price specified in your booking confirmation. You must supply all business and tax information required by the Platform’s third party payment services provider. Based on the information that you provide to HatchPath about a Session or Sessions, HatchPath will calculate, or cause to be calculated, all applicable fees, other charges, and taxes respecting the Session or Sessions, including HatchPath’s Service Fee (as that term is defined in section 28). HatchPath will deduct, or cause to be deducted, amounts owed to HatchPath from payments to be made by HatchPath to you, unless HatchPath and you agree in writing to a different method. Any additional terms respecting any Session that you add to the contract with a Client must:
a. be consistent with these Terms, including HatchPath’s policies, and your Content; and
b. be prominently disclosed on your Page.
16. Independence of Coaches. Each Coach’s relationship with HatchPath is that of an independent contractor, and not an employee, dependent contractor, agent, joint venturer, partner, licensee or other representative of HatchPath. HatchPath is not an employer, contractor, agent, joint venturer, broker, partner, licensee or other representative of you. HatchPath does not direct or control your Coaching Services, and you have complete discretion whether and when to provide Coaching Services, at what price and, subject to section 15, on the terms you will offer Coaching Services.
17. Insurance. HatchPath recommends that you obtain appropriate insurance for your Coaching Services and suggests that you carefully review policy terms, including coverage details and exclusions. HATCHPATH DOES NOT HAVE IN PLACE ANY INSURANCE THAT WILL PROVIDE COVERAGE TO ANY COACHES.
18. Know Your Legal Obligations. You are solely responsible for understanding and complying with all applicable laws, regulations, licensing requirements, and obligations to third parties, including Clients, and including all applicable United States and international patent, copyright, moral rights, trademark, and trade secret laws and regulations and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”) and privacy and publicity rights, that apply to your Content, your Page, or your Coaching Services. HatchPath recommends that you seek legal advice if you have any question about how any applicable law, regulation, licensing requirement, or obligation to a third party, including a Client, and including Intellectual Property Rights, privacy rights and publicity rights, applies to you.
19. Search Ranking. The ranking of Pages in search results on the Platform depends on a variety of relevance factors. Relevance considers factors like a Client’s search parameters, price, availability, Reviews, number and quality of images, type of Coaching Services, Coach status, popularity, customer service, cancellation history, ease of booking, booking cut-off time, saved Coaches, and more. Learn more about search results in HatchPath’s Help Center. Search results may appear different on either HatchPath’s mobile website or mobile application part of the Site than they appear on HatchPath’s main website part of the Site. HatchPath may allow Coaches to promote their Pages in search or elsewhere on the Platform by paying an additional fee. More information about the factors that determine how your Page appears in search results, HatchPath’s current promotional programs (if any), and how HatchPath identifies promoted Content can be found in HatchPath’s Help Center.
20. Your Primary Responsibilities. You are solely responsible:
a. and liable for your own acts and omissions in respect of your Content, Clients and/or the Platform;
b. and liable for the acts and omissions of anyone you allow to participate in providing your Coaching Services;
c. for setting your price for Coaching Services and clearly setting out all fees, other charges and taxes on your Page; and
d. clearly establishing additional terms for your Sessions and prominently displaying such additional terms on your Page.You may not collect from any Client any additional fees, other charges or taxes outside the Platform. You may not require or encourage Clients to create an account, submit a review, complete a survey or otherwise interact with a third party website, application or service that in any way directly competes with HatchPath. You may not require or encourage Clients to provide their contact information or violate HatchPath’s Off Platform Policy. **1. Your Assumption of Risk. You confirm to HatchPath that offering and providing Coaching Services carries inherent risks and that you agree that you assume the sole risk arising in respect of:
e. your access to, and use of, the Site, the Platform and your Page;
f. your offering and providing of Coaching Services; and
g. any interaction you have with other Members and/or any other individuals and/or entities, whether online or in person.You confirm to HatchPath that you have had a sufficient opportunity to investigate the Site, the Platform and all applicable laws, regulations, licensing requirements, and obligations to third parties, including Intellectual Property Rights, privacy rights and publicity rights, that may be applicable to your Content, Page or Coaching Services. You also confirm to HatchPath that you are not relying on any statement of law, regulation, licensing requirement, or obligation to a third party made by HatchPath.**
21. Cancellations of Sessions. If a Client cancels all your remaining Sessions, the amount payable to you, if any, is determined by HatchPath’s Refund Policy. You may cancel all your remaining Sessions with a Client if the cancellation is made at least 24 hours before the scheduled start time of the next Session. HatchPath’s Refund Policy will apply to such a cancellation. If HatchPath pays a Client a refund respecting a Session after you have already been paid, HatchPath may recover that amount from you, including by offsetting the refund against any of your future payments. HatchPath’s Refund Policy and these Terms supersede any cancellation policy that you establish for any Client. If HatchPath reasonably expects to provide, or is considering providing, a refund to a Client under HatchPath’s Refund Policy, HatchPath may delay any payment to you for that cancelled Session, or a Session where the Client did not attend, until HatchPath makes a refund decision.
22. Booking Changes. Coaches and Clients are responsible for any Booking Changes they agree to make through the Platform or in any other manner. The Client will pay all additional fees, other charges, and taxes, if any, associated with any Booking Change, unless the Coach requested the Booking Change, in which case the Coach will pay all additional fees, other charges, and taxes, if any, associated with such Booking Change. If either or both of the Client and the Coach are unable to access the Platform for all or a substantial part of a Session because the Platform is not functioning properly, the Client and the Coach may change the booking for such Session without any additional fees.
23. Taxes and Professional Advice. As a Coach, you are responsible for determining and fulfilling your obligations under applicable laws and regulations to report, collect, remit, and include in your price any applicable taxes. You acknowledge and agree that HatchPath does not provide any legal, accounting, financial, tax or other professional advice to any Coach. No Coach should take any action based on any information obtained through the Site or the Platform without first seeking independent professional advice from an attorney, accountant, financial advisor, or other person who is appropriately licensed and/or qualified in the applicable field and in the Coach’s jurisdiction.
24. Accounts. To register for the Site, you must create an Account to access and use certain parts of the Platform, including the part that allows Members to book a Session or Sessions. If you are an individual, you may only become a Member and use the entire Platform if you have the power to form a contract with HatchPath. If you do not have the power to form a contract, including because you are a Minor (as defined in section 41), you may not become a Member or use the part of the Platform that only Members can use. If you are not an individual, you, as a legal entity, including a partnership, represent and warrant that you are validly formed and existing under the applicable laws and regulations of your jurisdiction of formation, that the individual acting on your behalf has the full power and authority to enter into these Terms on your behalf, and that such individual has been duly authorized as your agent to bind you to these Terms. You represent and warrant to HatchPath that you are not an individual or legal entity, including a partnership, barred from using the Platform under the applicable laws and regulations of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your Account information up-to-date. You may not register more than one Account or transfer your Account to someone else. You are responsible for maintaining the confidentiality and security of your Account credentials, including any password, and may not disclose your credentials to any third party. You may not use a user name that is inappropriate or otherwise objectionable. You are responsible and liable for activities conducted through your Account and must immediately notify HatchPath if you suspect that any of your credentials have been lost, stolen, or your Account is otherwise compromised. You must exit from your Account each time that you are finished using the Platform. HatchPath may suspend or terminate any Account that has not been used for a prolonged period. As permitted by applicable law or regulation, HatchPath may, but has no obligation to:
a. ask you to provide identification or other information;
b. undertake checks designed to help verify your identity or background;
c. screen you against third party databases or other sources and request reports from service providers; and
d. obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents. If there is a dispute respecting the control of an Account, HatchPath may require any documentation to determine or confirm control of the Account. HatchPath may determine, in its sole judgment, rightful control of an Account. If HatchPath is unable to reasonably determine the rightful control of an Account, HatchPath may suspend the Account until the dispute is resolved by the disputing parties.
a. is truthful, accurate, complete and not misleading;
b. does not breach any of these Terms, applicable laws or regulations;
c. does not ridicule, mock, disparage or abuse HatchPath or any third party (including any other Member);
d. does not harass, intimidate, or threaten HatchPath or any third party (including any other Member);
e. does not advocate, encourage, or incite violence against HatchPath or any third party (including any other Member);
f. does not contain any material that is obscene, profane, pornographic, fraudulent, defamatory, libelous, slanderous, or otherwise objectionable; and
g. does not contain any material that violates any Intellectual Property Rights, privacy rights or publicity rights of any third party (including any other Member). HatchPath has no obligation to monitor the Site, the Platform, any Page or any Content for inappropriate or unlawful Content and has no responsibility or liability respecting any Page or Content, including, claims for defamation, libel, slander, infringement, invasion of privacy, violation of publicity rights, obscenity, profanity, pornography, fraud, or misrepresentation. Accordingly, by using the Site and the Platform, you may be exposed to Content that is offensive, indecent, and/or objectionable. HatchPath disclaims any perceived, implied or actual duty to monitor any Content, and specifically disclaims any responsibility or liability respecting any Page or Content.
27. Fees. HatchPath may charge fees, other charges, and taxes (and which amount is currently calculated as 10% of the total amount charged to the Client for each Session and 20% of the total charged to the Coach, plus all applicable taxes) (collectively, “HatchPath’s Service Fee”) to Coaches and Clients for use of the Platform. More information about when HatchPath’s Service Fee is charged can be found both in section 29(d) and in HatchPath’s Refund Policy. Except as expressly otherwise provided by HatchPath’s Refund Policy, HatchPath’s Service Fee is non-refundable once a Session is booked. HatchPath may change HatchPath’s Service Fee at any time, and will provide Members notice before any such change becomes effective. Any change to HatchPath’s Service Fee will not affect, however, Sessions booked before the effective date of such change. You are solely responsible for all internet service provider and wireless service provider charges, other fees and taxes respecting use of the Platform and the use or provision of Coaching Services.
a. Stripe is Payment Processor. HatchPath has designated Stripe, Inc. (“Stripe”) as HatchPath’s third-party payment processor. Stripe’s payment policy can be found at: https://stripe.com/legal.
b. Account with Stripe. All Coaches and Clients must first create an account with Stripe before any Sessions can be booked.
c. Stripe Terms. To access and use Stripe’s payment services you will be subject to section 31 and the terms of Stripe’s site. If there is a conflict between these Terms and the terms of Stripe’s site, the terms of Stripe’s site will govern in respect of the actual making of payments (but not in respect of the requirement to make a payment or calculating the amount of any payment).
d. Timing of Payments. At the time a Client books a Session or Sessions, the Client must pay the full amount owing for all Sessions being booked. As an example, if a Client wishes to book five Sessions and each Session costs $100 (inclusive of all taxes), then the Client must pay $500 to book the five Sessions. The amount paid by the Client will be held by Stripe in escrow. Then, after the completion of each Session, Stripe will pay the Coach the amount attributable to each Session, less the amount of Stripe’s fees (including any applicable taxes) (“Stripe’s Service Fee”) and the amount of HatchPath’s Service Fee. Using the example above, Stripe would pay the Coach $100 after each Session, less the amount of Stripe’s Service Fee and the amount of HatchPath’s Service Fee.
e. Entitlement to Payment. If a Client or a Coach does not attend a Session in whole or in substantial part (except due to the fault of the Platform), the party which did not attend is deemed to have cancelled the Session and the Refund Policy will apply to the payment of amounts. If the Client and the Coach attend the Session together and the Platform does not cause the Client and the Coach to miss a substantial part of the Session, then the Session is deemed complete for the purposes of section 29(d).
28. Rules. You must follow all the rules set out in this section 30. You many not help or assist or induce any other individual or entity, including a partnership, to break or circumvent any of these rules. Except for Content that is not owned by HatchPath, the Site and the Platform and their entire contents, features and functionality, including all text, displays, data, photographs, images, graphics, music, audio, video, information, other content, software, and the design, selection, and arrangement thereof, are owned or used under license by HatchPath and are protected by Intellectual Property Rights. Without limiting the foregoing, you must comply with all of the following rules.
a. Act with integrity and treat others with respect.
- Do not lie, misrepresent something or someone, or pretend to be someone else.
- Be polite and respectful when you communicate or interact with others.
- Follow HatchPath’s Non-discrimination Policy and do not discriminate against any Member.
b. Do not, do not assist any third party to, and do not attempt to, damage or harm the Platform and/or the Site, in whole or in part.
- Do not, do not assist any third party to, and do not attempt to, discover any source code respecting the Platform and/or the Site.
- Do not, do not assist any third party to, and do not attempt to, use bots, crawlers, scrapers, or other automated means to access or scape, index, survey, data mine, collect data, user names, email addresses, or other content from or otherwise interact with the Platform and/or the Site.
- Do not, do not assist any third party to, and do not attempt to, hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Site, the Platform, and/or Content.
- Do not, do not assist any third party to, and do not attempt to, delete the copyright or other notice of Intellectual Property Rights on the Site, Platform or Content.
- Do not, do not assist any third party to, and do not attempt to, copy, adapt, decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Platform and/or the Site.
- Do not, do not assist any third party to, and do not attempt to, take any action that could unduly burden, damage, or adversely affect the performance or proper functioning of the Platform and/or the Site.
- Do not, do not assist any third party to, and do not attempt to, sell, assign, sublicense, or otherwise transfer any right in any of the software used to provide the Platform and/or the Site.
- Do not, do not assist any third party to, and do not attempt to, upload or transmit to, from or within the Site or the Platform any viruses, worms, Trojan horses, malicious code or other harmful or destructive components, including spamming (continuous posting of repetitive or similar text).
- Do not, do not assist any third party to, and do not attempt to, upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats, 1×1 pixels, web bugs, cookies, or other similar devices, and that is sometimes referred to as “spyware” or “passive collection mechanisms”.
- Do not, do not assist any third party to, and do not attempt to, harm or otherwise damage any hardware used to provide the Platform and/or the Site.
c. Only use the Site and the Platform as authorized by these Terms or another written agreement with HatchPath.
- Do not request, provide, or accept a booking for, Coaching Services or make or accept any payment outside of the Platform to avoid paying fees, other charges, or taxes, including HatchPath’s Service Fee, for Coaching Services.
- Do not trick or mislead HatchPath or any third party to disclose any personal information, including passwords, regarding any Member for any purpose that is not expressly permitted by these Terms.
- Do not use Content unless you have permission from the Content owner or the use is authorized by HatchPath in these Terms or another written agreement you have with HatchPath.
- You may use Content made available through the Platform solely as necessary to enable your use of the Platform as a Client or Coach.
- You may only use another Member’s personal information as necessary to facilitate a transaction using the Platform as authorized by these Terms.
- Do not use the Platform, HatchPath’s messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
- Do not make improper use of our support services or submit false or misleading reports about abuse or misconduct.
- Do not require or encourage Clients to create an account, submit a review, complete a survey, or otherwise interact with a third party website, application or service, other than Stripe.
- Do not use the user name or password of another Member.
- Do not engage in any practices that are intended to manipulate HatchPath’s search algorithm.
- Do not purchase search engine or other pay per click keywords, including Google Ads, or domain names that use HatchPath, a HatchPath tradename, a HatchPath trademark, a HatchPath service mark, and/or any variation or misspelling of any such name or mark.
- Do not book Coaching Services unless you are actually using, and paying for, the Coaching Services.
- Do not impersonate any individual or entity, including a partnership, or otherwise misrepresent your affiliation with any individual or entity, including a partnership.
- Do not harass, intimidate, or threaten any other Member, HatchPath or any of HatchPath’s employees, contractors, representatives or agents.
- Do not use the Site or the Platform in any manner to compete with HatchPath.
- Except for your Content that you legally upload to the Platform, do not copy, reproduce, modify, edit, reformat, excerpt, adapt, publish, display, communicate to the public, transmit, distribute, upload, stream, broadcast, translate, store, cache, sub-license, create derivative works of, incorporate into other works, transfer, sell, rent, loan, derive revenue from, otherwise use, mirror or frame, the Site, the Platform, any Content, any branding, and/or any page layout or design, in whole or in part, without HatchPath’s prior written consent.
d. Honor your legal obligations
- Understand and comply with all the applicable laws, regulations, licensing requirements, and obligations to third parties that apply to you, including Intellection Property Rights, privacy, publicity, data protection, and export laws and regulations.
- Read and comply with all of HatchPath’s applicable policies that are part of these Terms.
- Do not use the name, logo, branding, copyrighted material, trade name, trademark, or service mark of HatchPath or any third party without written permission in each instance.
- Nothing in these Terms may be construed as granting, by any means whatsoever, any license or other right to use, any such name, logo, branding, copyrighted material, trade name, trademark, or service mark of HatchPath or any third party, without written permission in each instance.
- Do not use or register any domain name, social media handle, logo, branding, copyrighted material, trade name, trademark, service mark, or other source identifier that may be confused with any of HatchPath’s domain names, social media handles, logos, branding, copyrighted material, trade names, trademarks, service marks, or other source identifiers.
30. Third Party Distribution Channels. From time-to-time HatchPath may offer applications software that is that part of the Site and that may be made available through the Apple App Store, Google Play, or other distribution channels (collectively, “Distribution Channels”). If you obtain such applications software through a Distribution Channel, you agree that:
a. these Terms are entered into between HatchPath and you, and not with the Distribution Channel;
b. HatchPath is solely responsible for such applications software (not the Distribution Channel);
c. the Distribution Channel has no obligation to furnish any maintenance and/or support services with respect to such applications software;
d. the Distribution Channel is not responsible for addressing any claims or other disputes you have or any claims or other disputes of any third party respecting such applications software or e. your possession and use of such applications software, including respecting:
- any product liability claims or other disputes;
- any claim or other dispute that such applications software fails to conform to any applicable legal or regulatory requirement; and/or
- any claims or other disputes arising in respect of any consumer protection or similar legislation;
e. if there is any third party claim or other dispute that such applications software or your possession and use of that such applications software infringes that third party’s Intellectual Property Rights, HatchPath will be responsible for the investigation, defense, settlement and discharge of any such Intellectual Property Rights infringement claim or other dispute;
f. each of the Distribution Channels and each of their subsidiaries and affiliates are third party beneficiaries of these Terms as it relates to your license of such applications software, and that, upon your acceptance of these Terms, the Distribution Channel will have the right (and will be deemed to have accepted the right) to enforce these Terms, respecting your license of such applications software, against you as a third party beneficiary of these Terms; and
g. you must also comply with terms imposed by the Distribution Channel.These Terms do apply to the Distribution Channel.
31. Copyright Complaints. HatchPath respects the Intellectual Property Rights of others, and so must all Members. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any of your Intellectual Property Rights have been otherwise violated, you should notify HatchPath of your infringement claim. HatchPath will send a copy of your notice of claimed copyright infringement to the person who posted or stored the material addressed in your notice. Please ensure that you do not make any material misrepresentations in your notice. HatchPath will review and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) and other applicable intellectual property laws and regulations respecting any alleged or actual infringement. You should email HatchPath with your notice of claimed copyright infringement at infringement@HatchPath.io and insert in the email’s subject line: DMCA Takedown Request. Your notice of claimed copyright infringement must include the following information:
a. a physical or electronic signature of an individual authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. identification of the copyrighted work claimed to have been infringed;
c. identification of the material that is claimed to be infringing or the subject of infringing activity (and information reasonably sufficient to allow HatchPath to locate the material on the Site or the Platform);
d. the name, address, telephone number, and email address of the complaining party;
e. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law or regulation; and
f. a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 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 is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you or that your own copyrighted material has been removed from the Platform as the result of mistake or misidentification, you may send us a counter-notice under the DMCA. Each notice and each counter-notice must comply with the then-current statutory requirements imposed by the DMCA. You must send all notices and counter-notices with respect to the Site or the Platform to the HatchPath email address set out in this section 33. Filing a false notice or counter-notice constitutes perjury.
The DMCA allows us to restore the removed content if the party filing the original DMCA notice does not file a court action against you within 10 business days of receiving the copy of your counter-notice.
If you knowingly and materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Our designated copyright agent to receive DMCA notices and counter-notices is:
HatchPath, LLC 4850 Tamiami Trail North, Suite 300 Naples, Florida USA 34103 Attention: Jordan Dunin infringement@HatchPath.io
32. Beta Services. From time to time, HatchPath may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Coaches or Clients (“Beta Services”). Beta Services may be subject to additional terms, which HatchPath will provide to you prior to your use of the Beta Services. Beta Services and all associated conversations and materials respecting Beta Services will be considered HatchPath confidential information. When using Beta Services, you will not make any public statements or otherwise disclose your participation in the Beta Services without HatchPath’s prior written consent. HatchPath makes no representation or warranty respecting the Beta Services, including that the Beta Services will function. HatchPath may discontinue the Beta Services at any time in its sole discretion. HatchPath will have no liability for any harm or damage arising in respect of the Beta Service. The Beta Services may not work in the same way as a final version. HatchPath may change or not release a final or commercial version of a Beta Services at HatchPath’s sole discretion.
33. Member Suspension or Termination. HatchPath may, at any time, in its discretion and with or without cause or prior notice:
a. limit, suspend or terminate your access to, or use of, the Platform, your Account and/or your Page;
b. notify other Members of such limitation, suspension or termination;
c. suspend or remove Pages, Reviews, or other Content, in whole or in part;
d. cancel pending or confirmed bookings for Sessions;
e. suspend, decrease or revoke any special status associated with your Account, in whole or in part, including, changing any rankings or designations on the Platform; and/or
f. take such other actions as HatchPath believes are appropriate to the proper managing of the Platform. If HatchPath limits, suspends or terminates your access to, or use of, the Platform, your Account and/or your Page, including by blocking your IP address, you may not take any measures to circumvent such suspension, limitation, or blocking, including by masking your IP address, by using a proxy IP address, or by creating a new Account in your name or under any other name, even if you have the consent of the person with that other name. HatchPath may give you notice of any intended measure by HatchPath and an opportunity to resolve the issue or HatchPath may give you notice of any action that has been taken. You may appeal actions taken by HatchPath under this section 35 by contacting HatchPath’s Help Center. HATHPATH MAY, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE PLATFORM, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY OF THESE TERMS. HATHPATH MAY, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TERMINATE YOUR USE OF THE SITE AND THE PLATFORM AND DELETE YOUR ACCOUNT, PAGE AND ANY CONTENT THAT YOU POSTED AT ANY TIME, WITHOUT WARNING.
34. Ending your Contract. You may terminate your contract with HatchPath at any time by deleting your Account, although all of these Terms will continue to apply after the termination of your contract to all actions and failures to act that occurred before your deletion of your Account.
35. ARBITRATION. PLEASE READ THIS SECTION 37 CAREFULLY AS IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND HAVE A JURY TRIAL.
a. Agreement to Arbitrate. To the maximum extent permitted under applicable law and regulation, under this section 37 (the “Arbitration Agreement”), you agree that any and all claims or other disputes that have arisen or may arise between you and HatchPath, whether arising in respect of these Terms, including any alleged breach of any of these Terms, the Site, Platform, any advertising, and/or any aspect of the relationship or transactions between HatchPath and you, will be resolved exclusively through final and binding arbitration, rather than a court. In addition, the Arbitration Agreement applies to all claims or other disputes between you and HatchPath arising in respect of:
any aspect of the relationship between you and HatchPath, including any claim or other dispute based in contract, tort, negligence, strict liability, statute, fraud, misrepresentation or any other legal theory;
any claim or other dispute that arose before the date that the Arbitration Agreement came into force, including in respect of any advertising; and
any claim or other dispute that may arise after the termination of the Terms respecting the Site, the Platform, your Page, your Account or Coaching Services.The arbitration will be carried out in accordance with this Arbitration Agreement, except that you or HatchPath may assert an individual claim in small claims court, if the claim so qualifies under applicable law or regulation. In addition, despite any term in the Arbitration Agreement or section 45, without posting a bond or other security, either party may bring a suit, action or proceeding solely respecting Intellectual Property Rights (including in the United States Patent and Trademark Office) or respecting specific performance or injunctive relief without first engaging in arbitration or the informal dispute resolution process described in section 37(d). You and HatchPath agree to submit to the personal jurisdiction of any federal or state court in Lee County, Florida in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
b. Waiver of Trial by Jury. You and HatchPath each waive the right to a trial by jury. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
c. Prohibition of Class and Representative Actions and Non-Individualized Relief. You and HatchPath each agree that neither party may bring any claim against the other as a plaintiff or class member in any purported class or representative action or proceeding and you and HatchPath each waive your and its right to file a class action or seek relief on a class basis. Unless both you and HatchPath agree otherwise, the arbitrator may not consolidate or join more than one party’s claim and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may award relief, including monetary, injunctive, and declaratory relief, only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim. You may nevertheless pursue a claim for, and the arbitrator may award, public injunctive relief under applicable law or regulation to the extent required for the enforceability of this Arbitration Agreement.
d. Pre-Arbitration Dispute Resolution (Claim by You). If a dispute or any other controversy of any kind arises, HatchPath wants to understand and address your concerns quickly, amicably, and to your satisfaction. Most Member’s concerns can be resolved by calling HatchPath’s Help Center. If such efforts prove unsuccessful and you intend to seek arbitration, you must first send a written notice to HatchPath at firstname.lastname@example.org. You must include in this notice:
- a description of the nature and basis of the claim or other dispute, and
- the specific relief sought.If HatchPath and you do not resolve the claim or other dispute within 60 calendar days after HatchPath receives your notice, you or HatchPath may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by HatchPath or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or HatchPath is entitled.
e. Pre-Arbitration Dispute Resolution (Claim by HatchPath). If a dispute or any other controversy of any kind arises and HatchPath is considering instituting arbitration to resolve the dispute or other controversy (and such dispute or other controversy is not subject to section 37(d)), HatchPath must first send a written notice to you by email. HatchPath must include in this notice:
- a description of the nature and basis of the claim or other dispute, and
- the specific relief sought.If HatchPath and you do not resolve the claim or other dispute within 60 calendar days after HatchPath sends the notice to you, you or HatchPath may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by HatchPath or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or HatchPath is entitled.
f. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s rules and procedures, including the American Arbitration Association’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the American Arbitration Association, please visit its website at: http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the American Arbitration Association’s consumer arbitration page at, https://adr.org/sites/default/files/Consumer_Rules_Web_2.pdf. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law and regulation. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless HatchPath and you agree otherwise, any arbitration hearings will take place in Lee County, Florida. If the parties are unable to agree on a location, the determination will be made by the American Arbitration Association. If your claim is for $10,000 or less, HatchPath agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
g. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules and HatchPath and you will pay all such filing, administration and arbitrator fees for which each party is responsible under the AAA Rules.
h. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
i. Severability. If a court or the arbitrator decides that any term of this Arbitration Agreement (other than section 37(c)) is invalid or unenforceable, the parties will replace such term with a term that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of term of section 37(c) is invalid or unenforceable, then the entirety of this Arbitration Agreement will be void, unless such void term is determined to be invalid or unenforceable solely with respect to claims for public injunctive relief. In such case, the remainder of section 37(c) will continue to apply.
j. Future Changes. Despite any term in these Terms to the contrary, if HatchPath makes any future change to this Arbitration Agreement while you are a Member you may reject any such change by emailing HatchPath written notice at email@example.com within 30 calendar days of the change. By rejecting any such future change, you are agreeing that you will arbitrate any dispute between HatchPath and you in accordance with the terms of this Arbitration Agreement as of the date you first accepted these Terms (or, if applicable, as of the date you accepted any subsequent changes to the Arbitration Agreement).
36. DISCLAIMERS. USE OF THE SITE AND THE PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGULATION, THE SITE AND THE PLATFORM ARE PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, SECURITY OR ACCURACY. NO ADVICE, INFORMATION, OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HATCHPATH OR THROUGH THE SITE OR THE PLATFORM WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WITHOUT LIMITING THE FOREGOING, HATCHPATH, AND ALL HATCHPATH AFFILIATES, AND ALL HATCHPATH AND HATCHPATH AFFILIATES’ MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AGENTS, DO NOT REPRESENT OR WARRANT:
a. THAT ANY INFORMATION OR CONTENT ON THE SITE OR THE PLATFORM IS TRUTHFUL, ACCURATE, RELIABLE, SUITABLE, SAFE, LEGAL OR CORRECT;
b. THE EXISTENCE, RELIABILITY, TIMELINESS, AVAILABILITY, SUITABILITY, QUALITY, SAFETY, OR LEGALITY OF ANY COACHING SERVICES OFFERED BY ANY COACH;
c. THE ABILITY OF ANY COACH TO SELL OR PROVIDE COACHING SERVICES;
d. THE ABILITY OF ANY CLIENT TO PAY FOR ANY COACHING SERVICES;
e. THAT A COACH OR CLIENT WILL ACTUALLY ATTEND AND COMPLETE A SESSION;
f. THAT THE PLATFORM OR ANY COACHING SERVICES WILL MEET A CLIENT’S REQUIREMENTS OR EXPECTATIONS;
g. THAT THE SITE OR THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, TIMELY, OR SECURE;
h. THAT THE PLATFORM IS ERROR FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; AND/OR
i. THAT THE SITE OR THE PLATFORM IS FREE OF VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE OR OTHER HARMFUL OR DESTRUCTIVE COMPONENTS.ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOAD. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROTECTIVE PROCEDURES TO PROTECT YOUR PROPERTY AND TO MAINTAIN THE AVAILABILITY AND ACCURACY OF YOUR DATA AND FOR MAINTAINING A DATA BACK-UP OR OTHER MEANS FOR THE RECONSTRUCTION OF ANY LOST DATA OR CONTENT. NO ADVICE, INFORMATION, OR CONTENT THAT YOU RECEIVE FROM ANY HATCHPATH PERSONNEL OR FROM ANY COACH WILL CREATE ANY REPRESENTATION OR WARRANTY FROM HATCHPATH TO YOU.NEITHER HATCHPATH NOR THE COACHES PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. NEITHER THE COACHING SERVICES NOR ANY OTHER USE OF THE SITE AND/OR PLATFORM CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION OR THERAPY SERVICES.NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. ONLY YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER CAN OFFER MEDICAL ADVICE TO YOU.USE OF THE COACHING SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.HATCHPATH IS NOT RESPONSIBLE FOR THE ACCURACY, AVAILABILITY, OR RELIABILITY OF ANY INFORMATION, CONTENT, GOODS, DATA, OPINIONS, ADVICE, OR STATEMENTS MADE AVAILABLE IN RESPECT OF ANY SOCIAL NETWORKING SITE OR THE PRIVACY PRACTICES OF ANY THIRD PARTY SITE, INCLUDING ANY SOCIAL NETWORKING SITE.
37. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGULATION, IN NO EVENT WHATSOEVER WILL HATCHPATH, OR ANY OF HATCHPATH’S AFFILIATES, OR ANY OF HATCHPATH’S OR HATCHPATH’S AFFILIATES’ MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES OR AGENTS, BE LIABLE, IN RESPECT OF THE SITE, THE PLATFORM, INCLUDING ANY CONTENT, COACHING SERICES AND/OR THE USE OF ANY SOCIAL NETWORKING SITE, FOR ANY MATTER WHATSOEVER (EVEN IF HATCHPATH AND/OR ITS AFFILIATES HAS/HAVE BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES), TO YOU OR ANY PERSON YOU INVOLVE IN ANY SESSION FOR:
a. DIRECT DAMAGES IN EXCESS OF $1,000;
b. INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF ACTUAL OR ANTICIPATED REVENUE OR PROFITS, LOSS OF GOODWILL, LOSS OF OR CORRUPTION OF DATA, OTHER INFORMATION OR CONTENT, FAILURE TO REALIZE EXPECTED SAVINGS OR FOR ANY OTHER ECONOMIC LOSS WHATSOEVER, EVEN IF THE FOREGOING LOSSES ARE CHARACTERIZED BY YOU OR ANY THIRD PARTY AS DIRECT DAMAGES), AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER;
c. PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES;
d. CONTRIBUTION OR INDEMNITY;
e. DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH AND/OR ANY RELATED EMOTIONAL DISTRESS;
f. DAMAGES FOR PROPERTY;
g. DAMAGES TO BUSINESS, DATA OR COMPUTER SYSTEMS;
h. DAMAGES ARISING IN RESPECT OF RELIANCE ON ANY INFORMATION OR CONTENT ON THE SITE OR THE PLATFORM; AND/OR
i. DAMAGES RESULTING FROM ANY INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE, DELETION OF FILES, ERRORS, OMISSIONS, INACCURACIES, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE OR OTHER HARMFUL OR DESTRUCTIVE COMPONENTS, DELAYS OR MISTAKES OF ANY KIND.EXCEPT AS SET OUT IN SECTION 39(a), IF YOU ARE DISSATISFIED WITH, OR HAVE A CLAIM OR OTHER DISPUTE RESPECTING, THE SITE OR THE PLATFORM, INCLUDING ANY CONTENT, IN WHOLE OR IN PART, OR WITH THESE TERMS, INCLUDING ANY HATCHPATH POLICIES, OR WITH ANY OF OUR ACTIONS OR FAILURES TO ACT, YOUR SOLE RIGHT AND REMEDY IS TO DISCONTINUE USE OF THE PLATFORM. IN NO EVENT WILL THE AGGREGATE, MAXIMUM LIABILITY OF HATCHPATH AND ITS AFFILIATES AND ITS OR THEIR RESPECTIVE MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES OR AGENTS, TO YOU UNDER ALL CIRCUMSTANCES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT RECEIVED BY HATCHPATH FROM YOU WITHIN THE LAST 12 MONTHS UNDER SECTION 28, PLUS THE TOTAL AMOUNT, IF ANY, PAID BY YOU WITHIN THE LAST 12 MONTHS TO ACCESS THE PLATFORM. IF ANY PART OF THIS THIS SECTION 39 IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW OR REGULATION.** YOU AGREE THAT THIS SECTION 39 AND SECTIONS 13, 21, 31, AND 38 REPRESENT A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN HATCHPATH AND YOU. HATCHPATH WOULD NOT PROVIDE THE PLATFORM WITHOUT SUCH LIMITATIONS. HatchPath nevertheless acknowledges that the laws and regulations of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights to the extent provided by such laws or regulations.
38. RELEASE AND INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGULATION, YOU AGREE TO RELEASE, DEFEND (AT HATCHPATH’S OPTION AND ON REASONABLE TERMS DETERMINED BY HATCHPATH), INDEMNIFY, AND HOLD HARMLESS HATCHPATH, AND ALL HATCHPATH AFFILIATES, AND ALL HATCHPATH AND HATCHPATH AFFILIATES’ MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AGENTS, FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES, PROPERTY DAMAGE, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO ANY THIRD PARTY, AND REASONABLE LEGAL AND ACCOUNTING FEES (CALCULATED ON A DOLLAR-FOR-DOLLAR FULL INDEMNIFICATION BASIS) AND DISBURSEMENTS, ARISING IN RESPECT OF:
a. YOUR BREACH OF ANY OF THESE TERMS IN FORCE FROM TIME TO TIME, INCLUDING ANY SUPPLEMENTAL OR ADDITIONAL TERMS THAT APPLY OR ANY OF HATCHPATH’S POLICIES;
b. YOUR IMPROPER USE OF THE SITE AND/OR THE PLATFORM;
c. YOUR INTERACTION WITH ANY OTHER MEMBER;
d. YOUR FAILURE, OR HATCHPATH’S FAILURE AT YOUR DIRECTION, ACCURATELY TO REPORT, COLLECT OR REMIT TAXES;
e. YOUR BREACH OF ANY LAWS, REGULATIONS, LICESNING REQUIREMENTS OR OBLIGATIONS TO THIRD PARTIES, INCLUDING INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS AND/OR PUBLICITY RIGHTS; AND/OR
f. YOUR CONTENT, INCLUDING YOUR BREACH OF ANY APPLICABLE LAWS, REGULATIONS, LICESNING REQUIREMENTS OR OBLIGATIONS TO THIRD PARTIES, INCLUDING INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS AND/OR PUBLICITY RIGHTS.** If you are a California resident, you waive California Civil Code Section 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable applicable law or regulation. HatchPath provides the Site, including the Platform, solely on an “as is” and “as available” basis.
39. Minors. A “Minor” is an individual under the age of 18 (or a higher age under the laws or regulations in certain jurisdictions). The Platform is not intended for use by Minors. If you are a Minor in your place of residence, you may not use the Platform. By using the Platform, you represent and warrant that you are not a Minor. Furthermore, the Platform is not directed at children under the age of 16 and HatchPath does not knowingly collect personal information from children. In your use of the Platform, it is your sole responsibility to comply with all applicable laws and regulations respecting the privacy rights of children, including the Children’s Online Privacy Protection Act.
40. Communications with You. HatchPath may give you (and you may not opt out of receiving) any notice or any other non-promotional communication, including information about new Coaching Services or other information about the Site or the Platform at the e-mail address that you provide to HatchPath when you create an Account (or such other email address as you may provide us from time to time as you update your Account) or in any other way, including by posting on the Site or Platform. Notices and any other communications will be deemed given as of the day they are sent by email. In addition, HatchPath may, from time to time, send you promotions, offers and/or materials that HatchPath believes might be of interest to you. You may opt-out of receiving these promotional messages at any time by either following the unsubscribe instructions contained in any such promotional message or by changing the messaging preferences in your Account. Visiting the Site or the Platform, sending HatchPath emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements (including these Terms), notices, disclosures, and other communications that HatchPath provides to you electronically, via email or on the Site, satisfies any legal requirement that such communication be in writing. You agree to the use of electronic signatures, agreements (including these Terms), orders, and other records, and to electronic delivery of notices, transactions and other documents initiated or completed by HatchPath through the Site or the Platform. To the maximum extent permitted by applicable law and regulation, you waive any rights or requirements under any applicable laws or regulations which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You also waive all defenses you may have based on the electronic form of these Terms and the lack of signing by HatchPath and you to execute these Terms.
41. Changes to Terms and Changes to Site. HatchPath may in its sole discretion change these Terms at any time and for any reason. All changes are effective immediately when HatchPath posts them on the Site and apply to all access to and use of the Site and/or the Platform after posting. Any changes, however, to section 37 or section 45 will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Site. HatchPath will alert you about any changes by updating the “Last Updated” date of these Terms. It is your responsibility to review periodically these Terms to stay informed of changes. You will be subject to, deemed to have been made aware of, and deemed to have accepted, all changes in any revised Terms by your decision to continue to use the Site and/or the Platform after the date such revised Terms are posted. From time to time HatchPath changes and improves the Site and/or the Platform and, accordingly, HatchPath may add, change, or remove Content, features and/or functionality from the Site and/or the Platform from time to time and without prior notice. HatchPath may, without any notice or liability to you, suspend the use of, or discontinue, the Platform or the Site, in whole or in part, at any time.
43. Governing Laws and Forum. These Terms are entered into and performed by you and HatchPath in the State of Florida, United States of America. The laws of the State of Florida, without giving effect to any of Florida’s principles of conflicts of law, will govern:
a. these Terms, the Site, the Platform, any advertising, any aspect of the relationship or transactions between HatchPath and you, and for any other matter whatsoever; and
b. any claim or other dispute or any suit, action or other proceeding, respecting these Terms, the Site, the Platform, any advertising, any aspect of the relationship or transactions between HatchPath and you, and for any other matter whatsoever. With respect to any suit, action or other proceeding, or dispute or other controversy not subject to arbitration under section 37, you and HatchPath irrevocably submit to the personal and exclusive jurisdiction of the state and federal courts located in Lee County, Florida. You waive all jurisdictional and venue defenses otherwise available. TO THE GREATEST EXTENT PERMITTED BY LAW AND REGULATION, YOU AGREE THAT ANY CLAIM OR OTHER DISPUTE OR ANY SUIT, ACTION OR OTHER PROCEEDING, ARISING IN RESPECT OF THESE TERMS, THE SITE, THE PLATFORM, ANY ADVERTISING, ANY ASPECT OF THE RELATIONSHIP OR TRANSACTIONS BETWEEN HATCHPATH AND YOU, AND/OR FOR ANY OTHER MATTER WHATSOEVER MUST BE FILED WITHIN ONE YEAR AFTER THE SUCH CLAIM OR OTHER DISPUTE OR ANY SUIT, ACTION OR OTHER PROCEEDING, AROSE OR BE FOREVER WAIVED AND BARRED. A printed version of these Terms and of any notice given in electronic form, including by email, will be admissible in any judicial, arbitral or administrative proceeding respecting these Terms to the same extent and subject to the same terms as other business documents and records originally generated and maintained in printed form.
44. General. Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The division of these Terms into sections and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of these Terms. The term “including” means “including without limitation”. The term “will” includes “shall”. If any term in these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction for any reason, the illegality, invalidity, or unenforceability of that term will not affect:
a. the legality, validity, or enforceability of the remaining terms of these Terms; or
b. the legality, validity, or enforceability of that term in any other jurisdiction. These Terms, including HatchPath’s policies referred to in these Terms and any supplemental terms and documents that may be posted on the Site from time to time that are expressly incorporated into these Terms by reference, constitute the entire agreement between HatchPath and you with respect to the use of the Site and/or the Platform and supersedes all prior or contemporaneous terms, agreements, discussions, undertakings, representations, warranties, conditions, guarantees, and understandings, whether written or verbal, express or implied. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY UNDERTAKINGS, REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES OR UNDERSTANDINGS BY HATCHPATH, EXCEPT TO THE EXTENT SET OUT IN THESE TERMS. These Terms enure to the benefit of and bind HatchPath and you and, to the extent applicable, each of HatchPath’s and your heirs, executors, administrators, personal and legal representatives, successors, and assigns. Without HatchPath’s prior written consent, you may not transfer HatchPath’s contract with you, including any of your rights or obligations, to any other party, whether by assignment, operation of law, or otherwise. HatchPath may freely transfer its contract with you, including all HatchPath’s rights and obligations, to any other party, without restriction. These Terms will not be construed against HatchPath by virtue of having drafted these Terms. These Terms are personal to you and, except as expressly set out in these Terms, no third party may benefit under these Terms, including by making any claim, against HatchPath. No waiver of any term of these Terms is binding on HatchPath unless HatchPath expressly waives such term in writing and signs the waiver. No failure to exercise, and no delay in exercising, any right or remedy by HatchPath, under these Terms will be deemed to be a waiver by HatchPath of that right or remedy. No waiver of any breach of any term of these Terms by HatchPath will be deemed to be a waiver of any subsequent breach of that term by HatchPath.