Coach’s Terms & Conditions

  1. Introduction

    1. Thank you for visiting our Website. This Website is owned and operated by CoachLab. The Website hosts the Platform which offers live & e-learning courses, training and networking between the Client, Athlete and the Coach. Before accessing and/or using the Website, Platform, Software and Support Services (collectively, the “Services”) you must read and agree to be bound by these terms and conditions and our Privacy Policy (together, the “Agreement”).

    2. If you do not agree with the terms and conditions of the Agreement, you must cease using the Services immediately. If you do not agree with the terms and conditions of the Agreement but you continue to access or use the Services and provide Coaching Services, then you are deemed to have accepted the Agreement.

    3. The Agreement is entered into between you as the Coach and CoachLab. If you are providing Coaching Services on behalf of a corporation or an entity, you warrant that you have been authorised by the corporation or the entity to enter into and agree to the Agreement on the corporation’s or entity’s behalf and bind them to the Agreement.

    4. From time to time we may need to make changes to the Agreement. We will notify you of any changes to the Agreement by posting them on the Website and you agree to be bound by the updated Agreement by continuing to access or by using the Services. If you do not agree with the revised Agreement, then you should immediately cease using the Services.

  2. Definitions

    1. In this Agreement, unless the context otherwise requires:

      Athlete means the person to whom the Coach will provide the Coaching Services.

      Authorised User means the user of the Services, including the Athlete, Client, agents or representatives of the Athlete or the Client that has been authorised to access and use the Services on their behalf.

      Authorised User Data means any and all data (including any text, image, video and personal information) relating to Authorised User, that is shared with the Coach on the Platform.

      Client means an individual, company or an entity that is appointing the Coach to provide the Coaching Services to the Athlete.

      Coach means professional players & coaches, NCAA athletes, former professionals, NCAA players & coaches, performance experts or expert advisers connected to the Athlete or to the Client through the Platform to provide the Coaching Services to the Athlete under the Agreement, for the Fee.

      Coaching Services means training,athletic performance advice, live training, e-learning courses, or general sports consultancy services provided by the Coach to an Athlete.

      Confidential information means alll information provided by either party to the other that is not public knowledge. It is acknowledged and agreed that all information regarding the Services is Confidential Information of CoachLab.

      Effective Date has the meaning given to it in clause 3.1. NIL Laws means any current or future law, ordinance, rule, regulation, order, judgment, decision, or other requirement of any governmental authority relating to name, image, and likeness activities.

      Platform means “[CoachLab]”, a software as a service product configured and hosted by CoachLab, and which you are able to access via the Website.

      Privacy Policy means our privacy policy which may be updated from time to time and available at http://www.coachlab.live/privacy-policy/.

      Software means the Platform software (and any related software) that is owned (or licensed) by us and made available to you by the Platform.

      Support Services means support services provided by (or on behalf of) us in connection with the Services.

      User Post means video, audio recording, photography, image or text uploaded either by an Athlete or the Client on behalf of the Athlete engaged in a sport or activity on the Platform for the Coach to provide the Coaching Services.

      We, us, our or CoachLab means CoachLab Limited (NZCN 8235015).

      Website means [www.coachlab.live] or such other site as notified by us from time to time.

      You means the Coach and your has a corresponding meaning.

  3. Term

    1. This Agreement shall be in effect from the first time you access the Platform (Effective Date) and shall remain in effect until terminated in accordance with the Agreement.

  4. Registration

    1. You acknowledge and agree:

      • that to use the Services and provide Coaching Services, you are required to register with the Platform by creating an account as a Coach;

      • to only supply information that is true, correct and up to date for the purposes of registration, creating an account as a Coach, accessing and using the Services.

      • to provide CoachLab with your current criminal record check from the relevant jurisdiction; and

      • that to use the Services and provide Coaching Services, you are required to register with the Platform by creating an account as a Coach;

  5. Identity Verification

    1. You acknowledge and agree that:

      • due to the nature of the Services, CoachLab may require you to verify your identity to ensure that you are not using the Services in an illegal or fraudulent manner and to confirm your overall authenticity;

      • where CoachLab advises you in writing that they require further verification of your identity then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of the request;

      • any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief and failure to comply with this clause will result in an immediate termination of the provision of the Services to you; and

      • during the verification process, CoachLab may use various methods to verify your identity.

  6. Service

    1. Subject to your compliance with the Agreement, we grant to you and you accept from us, a non-exclusive, non-transferable and non-assignable right for you to access, use the Services to view the User Posts uploaded by the Authorised User and provide Coaching Services to the Athlete.

    2. We will provide the Support Services free of charge. However, if you wish to request additional support from us at any time, we may agree to provide such additional services and you agree to pay us the cost of providing such services (on a time and materials basis, as notified by us).

    3. Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Platform or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility.

    4. You acknowledge and agree that as a Coach, you are not employed by CoachLab in any capacity, and accordingly, you do not have rights as an employee, agent or independent contractor of CoachLab.

  7. Fee and refund

    1. You acknowledge and agree that the Authorised User will pay you the agreed service fee (the “Fee”) in exchange for the Coaching Services. CoachLab is under no obligation to pay you any fees or payment for the Coaching Services.

    2. You may update the Fee on the Platform for the Authorised User from time to time. The Platform will allow you to send a tax invoice to the Authorised User and view your revenue to date for personal and tax related purposes. The provision of such tax invoice does not in any way mean that CoachLab is providing the Authorised User with the Coaching Services.

    3. The Coaching Services may only commence once payment is confirmed by CoachLab.

    4. Payment of the Fee by the Authorised User will be made through the CoachLab’s third-party payment provider as specified on the Platform.

    5. If, for whatever reason, the Authorised User is unsatisfied with the Coaching Services, you agree to provide reasonable support to the Authorised User and process a refund if there are valid grounds for a refund.

    6. If a resolution is not reached between you and the Authorised User in relation to the refund within 72 hours, then you must refer the matter to CoachLab.

    7. Any refunds granted under this clause will be at CoachLab’s absolute discretion.

    8. If CoachLab gets involved, then you agree that CoachLab may charge a processing fee and transaction fee on the refund.

  8. CoachLab’s commission

    1. Once Coaching Services are rendered, CoachLab will deduct 15 percent of the Fee received from the Authorised User (the “Commission”) for your use of the Services.

    2. You acknowledge and agree that the Commission is subject to change at any time (the “Changes”). CoachLab will make all reasonable endeavours to inform you of the Changes. You agree to accept any changes to the Commission.

    3. If you do not agree with or accept the Changes, your sole recourse will be to stop providing Coaching Services and stop accessing the Services. Your continued access or use of the Services to provide Coaching Services to an Athlete after the Changes take place constitutes your acceptance of the Changes and that you agree to be bound by the new Commission.

    4. CoachLab will use its reasonable efforts to provide you with at least seven (7) days’ notice of the Changes by sending you an email to the email address associated with your account. The Changes will take effect from the date specified in that notice.

  9. Coach’s Obligations

    1. You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:

      • not to disclose and to ensure that you do not disclose your username or log-on credentials to any unauthorised person;

      • that you are solely responsible for the activity that occurs under your account;

      • that access and use of the Platform is limited, non-exclusive and non-transferable;

      • to ensure that no third party (or any other person under your control) attempts to gain unauthorised access to the Services, including but without limitation, through hacking or password mining;

      • to inform us immediately of any known or suspected unauthorised access to and use of the Services;

      • you have sole responsibility for setting the administration privileges and for monitoring whether those privileges are being adhered to;

      • you will at all times keep the Authorised User Data confidential;

      • and acknowledge that some of the information disclosed by the Authorised User is sensitive personal information, and as such, you will observe and maintain the strictest use and access protocols regarding such information; and

    2. In respect of your access to and use of the Services, you will comply with, all applicable laws, rules and regulations, together with all instructions, guidelines, procedures and policies notified by CoachLab from time to time. Without limiting the generality of the foregoing:

      • You will comply with the Federal Trade Commission’s Endorsement Guides the Endorsement Guides contained in 16 CFR Part 255;

      • If you are a student at a sporting or educational institute, you will comply with all School Policies and NIL Laws that are applicable to you in connection with your access to and use of the Services, provision of Coaching Services, and entering into this Agreement, and agree that you are solely responsible for your own compliance; you agree that CoachLab is not representing that this Agreement, your access to or use of the Services, or provision of any Coaching Services are permitted under School Policies or NIL Laws that may be applicable to you; and you acknowledge and agree that NIL Laws and School Policies are subject to change, which may affect the manner in which you may use or access the Services or provide Coaching Services.

  10. Restrictions on use

    1. You must not:

      • use the Services in a manner that may damage, disable, overburden or impair the networks connected to the Platform;

      • modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to:

        • defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of it), including, without limitation, any such mechanism used to restrict or control the functionality of the Services; or

        • derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them);

      • distribute through the Platform any attachments, documents or files that:

        • infringe on any copyright, patent, trade secret, trademark or other third-party proprietary rights;

        • violate any law, statute, ordinance or regulation;

        • are defamatory, libellous or obscene; or

        • contain viruses, malware, trojan horses, worms, time bombs, or similar harmful programming routines; or

      • use any other means other than the Platform to contact and provide Coaching Services to the Authorised User.

    2. You must not:

      • You acknowledge and agree that you will not post on the Platform, transmit to the Authorized User, communicate any content, or otherwise engage in any activity on the Platform that:

        • promotes racism, bigotry, hatred or physical harm of any kind against any group or an individual;

        • is intended to or tends to harass, annoy, threaten or intimidate any other Authorised Users of the Platform or the Services;

        • is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene or otherwise objectionable;

        • contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

        • promotes or enables illegal or unlawful activities, harm or harass another person;

        • intended to defraud, swindle or deceive other users of the Services;

        • promotes or solicits involvement in or support of a political platform, religion or cult;

        • disseminates another person’s personal information without his or her permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;

        • is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Platform; or

        • impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity.

    3. We may at our discretion use technology (including digital rights management protocols) or other means to protect the Platform or to prevent you from breaching the Agreement.

    4. You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

  11. Ownership and Intellectual Property Rights

    1. Subject to clause 12.3, title and associated intellectual property rights in the Coaching Services remain with you.

    2. Subject only to your rights in the Coaching Services (as specified in clause 11.1):

      • the Services are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers); and

      • all rights, title and interest in the Services including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).

    3. Beyond the rights expressly granted in the Agreement, nothing contained in the Agreement confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Services.

    4. You acknowledge and agree that:

      • no obligation, warranty, undertaking or promise made by us in the Agreement will apply in respect of any third party software accessed and used by you (or us for the purposes of fulfilling our obligations under the Agreement); and

      • you will comply (in all respects) with any restrictions of use in any agreement entered into in respect of any third party software used in connection with (or incorporated into) the Services.

    5. You will not remove any trademark or copyright notice from any tangible item obtained via the Services.

  12. Coaching Services

    1. You acknowledge that we are not responsible for and have no liability arising from or in connection to, any loss or corruption of the Coaching Services provided to the Authorised User by you. You are solely responsible for the Coaching Services provided to an Athlete. We reserve the right to remove from our servers any content that may expose us to potential liability.

    2. You grant a non-exclusive licence to us in respect of all Coaching Services to the extent necessary to provide the Services and exercise our rights under the Agreement.

    3. You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymise, aggregate, process Coaching Services to derive anonymous statistical and usage data, and data about the functionality of the Services, provided such data cannot be used to identify you or the Authorised User (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other coaches, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide better services. We will be the owners of all right, title and interest in and to the Aggregate Data.

    4. You warrant and represent that:

      • you have the right to grant the licence in clause 12.3 in respect of all Coaching Services; and

      • in providing your Coaching Services on the Platform, you will not breach any laws or the intellectual property rights of any person.

      • You have all necessary rights to enter into and perform this Agreement.

    5. You are solely responsible for maintaining a copy of all the Coaching Services content. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss of any Coaching Services content and, as such, we expressly exclude any liability for any loss or corruption of any Coaching Services content.

    6. You acknowledge that the Coaching Services provided to an Athlete depends on accurate and industry standard Coaching Services. You undertake to ensure that all Coaching Services content provided to an Athlete is accurate and up to date, in accordance with current industry standards and without material omission.

    7. You agree that you will not during the term of this agreement and for a period of 6 months after the date of this Agreement coming to an end, provide Coaching Services to the Athletes other than through the Platform without our prior written consent. If You fail to comply with this obligation, You agree to pay to us an amount equivalent the Commission payable to CoachLab if those Coaching Services were performed through the Platform.

  13. Third party websites and material

    1. The Platform and the Website may contain links to other websites or resources over which we do not have control (“External Websites”). Such links do not constitute an endorsement by us for those External Websites. You acknowledge that we are providing these links to you as a convenience, and you further agree that we are not responsible for the content of any External Websites. Your use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the External Websites.

  14. Termination and suspension

    1. Unless terminated under this clause, this Agreement and your right to access, use the Services and provide Coaching Services:

      • starts on the Effective Date; and

      • continues until you cease to use the Services to provide Coaching Services, or we give notice that this Agreement and your access to and use of the Services will terminate on the expiry of that notice.

    2. We may immediately by notice in writing to you, terminate this Agreement (or, in our discretion, suspend the provision of the coaching Services via the Platform) where:

      • you fail to comply with any material term of this Agreement;

      • you breach, or attempt to breach, any of our security protocols or systems on the Platform or the Website, or access (or attempt to access) an account that does not belong to you;

      • required by law; or

      • we consider it necessary or desirable to do so to protect our interests or reputation or the interests of the Services or any other person.

    3. We may also suspend your access to the Platform or the Website at any time:

      • for such time as is necessary to carry out maintenance determined by CoachLab to be necessary or desirable;

      • to reduce or prevent interference with the Services provided by CoachLab; or

      • if required to do so as a result of a direction by any Government, law enforcement agency or other authority.

    4. Upon termination of this Agreement (for any reason):

      • you must immediately cease to access the Services;

      • you must immediately cease to communicate with the Authorised User;

      • Your Coaching Services content or material will be deleted from the Platform;

      • any termination will be without prejudice to our rights in relation to any prior breaches by you of this Agreement; and

      • any provision of this Agreement intended to survive termination shall survive.

  15. Updates and new versions

    1. We may provide updates to or new versions of the Software or Services (or any parts of them) and reserve the right to take down applicable servers hosting the Website and the Platform to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Software or the Services (or any part of them).

  16. Records and audit

    1. You will maintain full, accurate and up to date records of all of your access to and use of the Services, including the Coaching Services provided to an Athlete.

    2. You will provide us with access to your records and such other information as its reasonably requested by us to enable us to confirm your compliance with the Agreement.

  17. Warranties

    1. We will use reasonable efforts to ensure that the Services are accessible by you in accordance with the Agreement.

    2. CoachLab does not represent that the Services provided are error-free or will satisfy your requirements. Nor does CoachLab provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website or the Platform. The obligation of CoachLab in clause 16.1 is in lieu of all other warranties in respect of the Services. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).

    3. We use commercially available anti-virus software in the provision of the Services, but we cannot guarantee that the Website or the Platform will be free from viruses, malware, trojan horses, worms, time bombs, or similar harmful programming routines.

  18. Liability and indemnity

    1. To the extent we do become liable to you in connection with this Agreement, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited to $USD50.

    2. Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to your reliance on the Services to provide Coaching Services, loss of data (including any Coaching Services content), breach of security or privacy, loss of anticipated savings or for any indirect, special or consequential loss whatsoever.

    3. You acknowledge and agree that we are simply facilitating your ability to access the Authorised User, and that we will have no liability to you in connection with any action (or inaction, as the case may be) taken by an Authorised User or as a result of your use of the Services.

    4. You expressly agree that your use of the services and your decision to comply with any directions of a coach or to participate in any activities related to the services are at your sole risk. CoachLab is not liable for injury, damage or loss of any kind in connection with your compliance with advice accessed through the service or provided by a coach.

    5. You acknowledge that there is an inherent risk of personal injury in the physical activities that will be undertaken in relation to the coaching services and you accept that risk.

    6. Consult a medical professional to determine whether the use of the service and any of the activities described on the site or recommended by a coach are appropriate for you. The service does not provide medical advice, patient treatment or guidance regarding physical therapy.

    7. You will indemnify and hold us, the Coach, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of your use of the Services, and/or any breach of any term of the Agreement by you.

  19. Assignment

    1. You will not license, assign, resell, share, pledge, rent or transfer any of your rights under this Agreement or any part of them without our prior written consent (which may be withheld in our absolute discretion).

    2. We may assign the Agreement at any time by notice in writing to you.

  20. Privacy

    1. We collect and process your personal information when you access or use the Services. In order to provide you with the Services (and improve on it), we may also collect certain information about the performance of the Services.

    2. Our access to and use of all such personal information is governed by our Privacy Policy. However, you acknowledge that information transmitted over the internet is inherently insecure.

    3. By agreeing to the Agreement, you also agree to the way we handle your personal information under our Privacy Policy. You can access our Privacy Policy on the Website at http://www.coachlab.live/privacy-policy/. The Privacy Policy forms part of the Agreement.

    4. You must comply with all privacy laws (including the New Zealand Privacy Act 2020) in connection with your collection and use of any personal information of any person. You will not use the Services:

      • to collect personal information about third parties, including without limitation, e-mail addresses; or

      • in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them).

  21. Confidentiality

    1. Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to the Agreement. The provisions of clause 21.1 do not apply to any information which:

      • is public knowledge other than information which is public knowledge due to a breach of this clause 2;

      • is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;

      • is required by law to be disclosed; or

      • Is necessary for us to disclose in order to provide the Services.

  22. Force majeure

    1. We will not be liable for any delay or failure to fulfil our obligations under the Agreement arising directly or indirectly from any circumstance beyond our reasonable control (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, pandemic, war, embargoes, riot or civil disturbance).

  23. Disputes

    1. Where a dispute relating to the Coaching Services (Dispute) arises, you (or your representative) will negotiate in good faith with the Coach in the first instance in an attempt to resolve the Dispute amicably. If the Dispute is not resolved then you may contact CoachLab and CoachLab will attempt to resolve the Dispute.

    2. Where adispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either party can elect to take immediate steps to seek urgent injunctive relief before an appropriate court.

  24. General

    1. Any problems that occur whilst accessing the Services (or any other correspondence with us) should be notified in writing to Support@coachlab.live at your earliest convenience.

    2. Any notices to be provided by us to you pursuant to the Agreement shall be provided by either posting such notice on the Website or emailing you at the email address you supplied to us for the purposes of opening your account on the Platform.

    3. The Agreement and the provision of the Services provided by CoachLab will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

    4. Nothing express or implied in this Agreement shall be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venturer with, the other party, and neither party will make any contrary representation to any other person.

    5. If any provision of the Agreement is determined to be illegal, invalid or otherwise unenforceable, then to that extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.

    6. No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement.

    7. The Agreement constitutes the entire agreement between the parties with respect to the use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

    8. Any provision that by its nature should survive the termination of the Agreement (or is necessary for the interpretation or enforcement of the Agreement) shall survive any termination.


Authorised User – Terms & Conditions

  1. Introduction

    1. Thank you for visiting our Website. This Website is owned and operated by CoachLab Limited (“CoachLab”). The Website hosts the Platform which offers live & e-learning courses, training and networking between the Client, Athlete and the Coach. Before accessing and/or using the Website, Platform, Software and Support Services (collectively, the “Services”) you must read and agree to be bound by these terms and conditions and our Privacy Policy (together, the “Agreement”).

    2. If you do not agree with the terms and conditions of the Agreement, you must cease using the Services immediately. If you do not agree with the terms and conditions of the Agreement but you continue to access or use the Services, then you are deemed to have accepted the Agreement.

    3. The Agreement is entered into between you as the Coach and CoachLab. If you are providing Coaching Services on behalf of a corporation or an entity, you warrant that you have been authorised by the corporation or the entity to enter into and agree to the Agreement on the corporation’s or entity’s behalf and bind them to the Agreement.

    4. You may not use our Services unless you are 18 years of age or older. If you are a parent or guardian of a child under 18, then you may allow your child to access the Platform and the Services under your direct supervision. You will be solely responsible for all access to and use of the Services by your child.

    5. From time to time we may need to make changes to the Agreement. We will notify you of any changes to the Agreement by posting them on the Website and you agree to be bound by the updated Agreement by continuing to access or by using the Services. If you do not agree with the revised Agreement, then you should immediately cease using the Services.

  2. Definitions

    1. In this Agreement, unless the context otherwise requires:

      Athlete means the person to whom the Coach will provide the Coaching Services.

      Authorised User means the user of the Services, including the Athlete, Client, agents or representatives of the Athlete or the Client that has been authorised to access and use the Services on their behalf.

      Authorised User Data means any and all data (including any text, image, video and personal information) relating to Authorised User, that is shared with the Coach on the Platform.

      Client means an individual, company or an entity that is appointing the Coach to provide the Coaching Services to the Athlete.

      Coach means professional players & coaches, NCAA athletes, former professionals, NCAA players & coaches, performance experts or expert advisers connected to the Athlete or to the Client through the Platform to provide the Coaching Services to the Athlete under the Agreement, for the Fee.

      Coaching Services means training,athletic performance advice, live training, e-learning courses, or general sports consultancy services provided by the Coach to an Athlete.

      Confidential information means alll information provided by either party to the other that is not public knowledge. It is acknowledged and agreed that all information regarding the Services is Confidential Information of CoachLab.

      Effective Date has the meaning given to it in clause 3.1.

      Platform means “CoachLab”, a software as a service product configured and hosted by CoachLab, and which you are able to access via the Website.

      Privacy Policy means our privacy policy which may be updated from time to time and available at http://www.coachlab.live/privacy-policy/.

      Software means the Platform software (and any related software) that is owned (or licensed) by us and made available to you by the Platform.

      Support Services means support services provided by (or on behalf of) us in connection with the Services.

      User Post means video, audio recording, photography, image or text uploaded either by an Athlete or the Client on behalf of the Athlete engaged in a sport or activity on the Platform for the Coach to provide the Coaching Services.

      We, us, our or CoachLab means CoachLab Limited (NZCN 8235015).

      Website means www.coachlab.live or such other site as notified by us from time to time.

      You means the Coach and your has a corresponding meaning.

  3. Term

    1. This Agreement shall be in effect from the first time you access the Platform (Effective Date) and shall remain in effect until terminated in accordance with the Agreement.

  4. Services

    1. Subject to compliance by you with the Agreement, we grant to you and you accept from us, a non-exclusive, non-transferable and non-assignable right for you to access and use the Services during the Term. You will not sell or otherwise commercially exploit the Services.

    2. We will provide the Support Services free of charge. However, if you wish to request additional support from us at any time, we may agree to provide such additional services and you agree to pay us the cost of providing such services (on a time and materials basis, as notified by us).

    3. You warrant that all information supplied by you via the Platform for the purposes of registration, creating an account, accessing and using the Services is true, correct and up to date.

    4. Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Platform or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility.

  5. Fee

    1. The Authorised User acknowledges and agrees that by accessing and using the Services and the Coaching Services, you are required to pay the Coach the agreed service fee (the “Fee”) that can be found on the Platform or as provided to you and may vary from time to time. The Coaching Services will only commence once payment is confirmed by CoachLab.

    2. Payment of the Fee may be made through the CoachLab’s third-party payment provider as specified on the Platform. In making the payment of the Fee, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable terms and conditions, privacy policy and other relevant legal documentation required by Us or Our third-party payment provider, prior to you using that portal.

    3. CoachLab may send you a tax invoice to your registered email in relation to payment for the Coaching Services on the Coach’s behalf. The provision of such tax invoice does not in any way mean that CoachLab is providing you with the Coaching Services.

    4. The Coach reserves the right to terminate or suspend your access to the Coaching Services, in the event that you fail to pay the Fee or any invoice sent by CoachLab from time to time.

  6. CoachLab’s commission

    1. You acknowledge and agree that CoachLab will receive a percentage of the Fee received by the Coach from the Authorised User (the “Commission”) for the use of the Coaching Services.

    2. CoachLab will hold the Fee for the Coach in escrow until the completion of the Coaching Services, and will withhold any Commission upon payment.

  7. Refund Policy

    1. If, for whatever reason, you are unsatisfied with the Services or Coaching Services, please contact the Coach in the first instance outlining why you believe you are entitled to a refund of the Fee so that the Coach can determine whether a refund should occur. If the refund is not processed by the Coach then you may contact CoachLab at Support@coachlab.live.

    2. Any refunds granted under this clause will be at CoachLab’s or the Coach’s absolute discretion.

    3. You agree that CoachLab or the Coach may charge you a processing fee and transaction fee on the refund.

  8. Authorised Users

    1. You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:

      • not to disclose and to ensure that you do not disclose your username or log-on credentials to any other person;

      • that you are solely responsible for the activity that occurs under your account;

      • that access and use of the Platform is limited, non-exclusive and non-transferable;

      • to ensure that no third party (or any other person under your control) attempts to gain unauthorised access to the Services, including but without limitation, through hacking or password mining;

      • to inform us immediately of any known or suspected unauthorised access to and use of the Services; and

      • you have sole responsibility for setting the administration privileges and for monitoring whether those privileges are being adhered to.

  9. Restrictions on use

    1. In respect of your access to and use of the Services, you will comply with, all, applicable laws, rules and regulations, together with all instructions, guidelines, procedures and policies notified by CoachLab from time to time.

    2. You must not:

    3. use the Services in a manner that may damage, disable, overburden or impair the networks connected to the Platform;

      • use the Services in a manner that may damage, disable, overburden or impair the networks connected to the Platform;

      • modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to:

        • defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of it), including, without limitation, any such mechanism used to restrict or control the functionality of the Services; or

        • derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of it); or

      • distribute through the Platform any attachments, documents or files that:

        • infringe on any copyright, patent, trade secret, trademark or other third-party proprietary rights;

        • violate any law, statute, ordinance or regulation;

        • are defamatory, libellous or obscene; or

        • contain viruses, malware, trojan horses, worms, time bombs, or similar harmful programming routines; or

    4. You acknowledge and agree that you will not post on the Platform, transmit to the Coach, communicate any content, or otherwise engage in any activity on the Platform that:

      • promotes racism, bigotry, hatred or physical harm of any kind against the Coach, any group or an individual;

      • is intended to or tends to harass, annoy, threaten or intimidate any other Authorised Users of the Platform or the Services;

      • is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene or otherwise objectionable;

      • contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

      • promotes or enables illegal or unlawful activities, harm or harass another person;

      • intended to defraud, swindle or deceive other users of the Services;

      • promotes or solicits involvement in or support of a political platform, religion or cult;

      • disseminates another person’s personal information without his or her permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;

      • is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Platform; or

      • impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity.

    5. We may at our discretion use technology (including digital rights management protocols) or other means to protect the Platform or to prevent you from breaching the Agreement.

    6. You may not access the Services if you are a direct competitor of CoachLab except with our prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

  10. Ownership and Intellectual Property Rights

    1. Subject to clause 11.3, title and associated intellectual property rights in the Authorised User Data remain yours.

    2. Subject only to your rights in the Authorised User Data (as specified in clause 10.1):

      • the Services and the Coaching Services are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors, Coach and/or suppliers); and

      • all rights, title and interest in the Services and the Coaching Services including associated intellectual property rights, are and will remain vested in us or our third party licensors, Coach or suppliers (as applicable).

    3. Beyond the rights expressly granted in the Agreement, nothing contained in the Agreement confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Services.

    4. You acknowledge and agree that:

      • no obligation, warranty, undertaking or promise made by us in this Agreement will apply in respect of any third party software accessed and used by you (or us for the purposes of fulfilling our obligations under the Agreement);

      • you will comply (in all respects) with any restrictions of use in any agreement entered into in respect of any third party software used in connection with (or incorporated into) the Services; and

      • you agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell the Coaching Services or third party proprietary information available via the Services.

    5. You will not remove any trade mark or copyright notice from any tangible item obtained via the Services.

  11. Authorised User Data

    1. You acknowledge that we are not responsible for and have no liability arising from or in connection to, any loss or corruption of the Coaching Services provided to the Authorised User by you. You are solely responsible for the Coaching Services provided to an Athlete. We reserve the right to remove from our servers any content that may expose us to potential liability.

    2. You grant a non-exclusive licence to us in respect of all Coaching Services to the extent necessary to provide the Services and exercise our rights under the Agreement.

    3. You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymise, aggregate, process Coaching Services to derive anonymous statistical and usage data, and data about the functionality of the Services, provided such data cannot be used to identify you or the Authorised User (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other coaches, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide better services. We will be the owners of all right, title and interest in and to the Aggregate Data.

    4. You warrant and represent that:

      • you have the right to grant the licence in clause 11.3 in respect of all Coaching Services; and

      • in providing your Coaching Services on the Platform, you will not breach any laws or the intellectual property rights of any person.

    5. You are solely responsible for maintaining a copy of all the Coaching Services content. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss of any Coaching Services content and, as such, we expressly exclude any liability for any loss or corruption of any Coaching Services content.

    6. You acknowledge that the Coaching Services provided to an Athlete depends on accurate and industry standard Coaching Services. You undertake to ensure that all Coaching Services content provided to an Athlete is accurate and up to date, in accordance with current industry standards and without material omission.

  12. Third party websites and material

    1. The Platform and the Website may contain links to other websites or resources over which we do not have control (“External Websites”). Such links do not constitute an endorsement by us for those External Websites. You acknowledge that we are providing these links to you as a convenience, and you further agree that we are not responsible for the content of any External Websites. Your use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the External Websites.

  13. Termination and suspension

    1. Unless terminated under this clause, this Agreement and your right to access, use the Services and provide Coaching Services:

      • starts on the Effective Date; and

      • continues until you cease to use the Services to provide Coaching Services, or we give notice that this Agreement and your access to and use of the Services will terminate on the expiry of that notice.

    2. We may immediately by notice in writing to you, terminate this Agreement (or, in our discretion, suspend the provision of the coaching Services via the Platform) where:

      • you fail to comply with any material term of this Agreement;

      • you breach, or attempt to breach, any of our security protocols or systems on the Platform or the Website, or access (or attempt to access) an account that does not belong to you;

      • required by law; or

      • we consider it necessary or desirable to do so to protect our interests or reputation or the interests of the Services or any other person.

    3. We may also suspend your access to the Platform or the Website at any time:

      • for such time as is necessary to carry out maintenance determined by CoachLab to be necessary or desirable;

      • to reduce or prevent interference with the Services provided by CoachLab; or

      • if required to do so as a result of a direction by any Government, law enforcement agency or other authority.

    4. Upon termination of this Agreement (for any reason):

      • you must immediately cease to access the Services;

      • Your Authorised User Data and User Post will be deleted from the Platform;

      • any termination will be without prejudice to our rights in relation to any prior breaches by you of this Agreement; and

      • any provision of this Agreement intended to survive termination shall survive.

  14. Updates and new versions

    1. We may provide updates to or new versions of the Software or Services (or any parts of them) and reserve the right to take down applicable servers hosting the Website and the Platform to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Software or the Services (or any part of them).

  15. Records and audit

    1. You will maintain full, accurate and up to date records of all of your access to and use of the Services, including the Coaching Services provided to an Athlete.

    2. You will provide us with access to your records and such other information as its reasonably requested by us to enable us to confirm your compliance with the Agreement.

  16. Warranties

    1. We will use reasonable efforts to ensure that the Services are accessible by you in accordance with the Agreement.

    2. CoachLab does not represent that the Services provided are error-free or will satisfy your requirements. Nor does CoachLab provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website or the Platform. The obligation of CoachLab in clause 17.1 is in lieu of all other warranties in respect of the Services. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).

    3. We use commercially available anti-virus software in the provision of the Services, but we cannot guarantee that the Website or the Platform will be free from viruses, malware, trojan horses, worms, time bombs, or similar harmful programming routines.

  17. Liability and indemnity

    1. To the extent we do become liable to you in connection with this Agreement, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited to$USD50.

    2. Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to your reliance on the Services to provide Coaching Services, loss of data (including any Coaching Services content), breach of security or privacy, loss of anticipated savings or for any indirect, special or consequential loss whatsoever.

    3. You acknowledge and agree that we are simply facilitating your ability to access the Authorised User, and that we will have no liability to you in connection with any action (or inaction, as the case may be) taken by an Authorised User or as a result of your use of the Services.

    4. You will indemnify and hold us, Authorised User, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of your use of the Services, performance of the Coaching Services and/or any breach of any term of the Agreement by you.

  18. Assignment

    1. You will not license, assign, resell, share, pledge, rent or transfer any of your rights under this Agreement or any part of them without our prior written consent (which may be withheld in our absolute discretion).

    2. We may assign the Agreement at any time by notice in writing to you.

  19. Privacy

    1. We collect and process your personal information when you access or use the Services. In order to provide you with the Services (and improve on it), we may also collect certain information about the performance of the Services.

    2. Our access to and use of all such personal information is governed by our Privacy Policy. However, you acknowledge that information transmitted over the internet is inherently insecure.

    3. By agreeing to the Agreement, you also agree to the way we handle your personal information under our Privacy Policy. You can access our Privacy Policy on the Website at http://www.coachlab.live/privacy-policy/. The Privacy Policy forms part of the Agreement.

    4. You must comply with all privacy laws (including the New Zealand Privacy Act 2020) in connection with your collection and use of any personal information of any person. You will not use the Services:

      • to collect personal information about third parties, including without limitation, e-mail addresses; or

      • in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them).

  20. Confidentiality

    1. Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to the Agreement. The provisions of clause 21.1 do not apply to any information which:

      • is public knowledge other than information which is public knowledge due to a breach of this clause 21;

      • is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;

      • is required by law to be disclosed; or

      • Is necessary for us to disclose in order to provide the Services.

  21. Force majeure

    1. We will not be liable for any delay or failure to fulfil our obligations under the Agreement arising directly or indirectly from any circumstance beyond our reasonable control (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, pandemic, war, embargoes, riot or civil disturbance).

  22. Disputes

    1. Where a dispute relating to the Coaching Services arises, you (or your representative) will negotiate in good faith with the Authorised User in an attempt to resolve the dispute amicably. If the dispute is not resolved or if the dispute relates to the Services or the Agreement, then you may contact CoachLab and CoachLab will negotiate in good faith to attempt to resolve the dispute.

    2. Where adispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either party can elect to take immediate steps to seek urgent injunctive relief before an appropriate court.

  23. General

    1. Any problems that occur whilst accessing the Services (or any other correspondence with us) should be notified in writing to Support@coachlab.live at your earliest convenience.

    2. Any notices to be provided by us to you pursuant to the Agreement shall be provided by either posting such notice on the Website or emailing you at the email address you supplied to us for the purposes of opening your account on the Platform.

    3. The Agreement and the provision of the Services provided by CoachLab will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

    4. Nothing express or implied in this Agreement shall be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venturer with, the other party, and neither party will make any contrary representation to any other person.

    5. If any provision of the Agreement is determined to be illegal, invalid or otherwise unenforceable, then to that extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.

    6. No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement.

    7. The Agreement constitutes the entire agreement between the parties with respect to the use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

    8. Any provision that by its nature should survive the termination of the Agreement (or is necessary for the interpretation or enforcement of the Agreement) shall survive any termination.


COACHLAB LIMITED WEBSITE TERMS OF SERVICE

  1. General

    1. Thank you for visiting our Website. This Website is owned and operated by CoachLab Limited. By accessing and/or using this Website, Products or Services, you agree to these terms of service, which includes our Privacy Policy (“Terms”). You should review our Terms carefully and immediately cease using our Website if you do not agree with the Terms.

  2. Definitions

    Intellectual Property Rights: means intellectual property owned or licensed by us relating to our Website, Products or Services, including the text, graphics, logos, icons, the software and any other material underlying or forming part of this Website or our Products or Services and includes any rights to that intellectual property, including any copyright, trade or service mark, trade or business name, logos and any other distinctive brand features, design, patent, semiconductor or circuit layout right, computer code (including source, library, object, and executable code), inventions and logical sequences, in all cases whether registered or unregistered and anywhere in the world.

    CoachLab, we, us and our: means CoachLab Limited.

    Privacy Policy: means our Privacy Policy available at http://www.coachlab.live/privacy-policy/.

    Products: means any products provided to you by us via this Website, including but not limited to our platform “CoachLab”.

    Services: means any services, features or functionalities provided to you by us via this Website.

    Website: means this website.

    You: means the person or organisation using the Website, including you as an individual, company, business or any other entity and your has a corresponding meaning.

  3. Access and use of the Website

    1. By using the Website, you agree to be bound and abide by our Terms. If you do not agree to the Terms, you must not access or use the Website.

    2. agree to access and use the Website and any Products and Services in accordance with the Terms and all applicable laws.

    3. We grant you the right to access and use the Products and Services via the Website. This right is non-exclusive, non-transferable, and subject to these Terms (which may be amended from time to time) and all other terms and conditions are expressly excluded unless otherwise agreed in writing.

    4. You may not:

      • archive, copy, reproduce, distribute, modify, display, publish, licence, create adaptations or derivative works from, offer for sale or use (except as expressly authorised under the Terms) any of the Website content;

      • circumvent, remove, alter, disable, deactivate or otherwise interfere with any security-related features of the Website;

      • use any automated tools or mechanisms including any robot, spider or scraper to access the Website or insert any code or manipulate the Website;

      • reverse engineer, disassemble or decompile any software or software processes in relation to the Website;

      • use the Website content for any commercial purpose (except as expressly permitted by these terms of use), or for any public display (commercial or non-commercial);

      • remove any copyright or other proprietary notices on the Website; and

      • install any viruses, worms, malware or other harmful or destructive software or thing that may impair the functionality of the Website or the ability of others to access and use the Website, Products or Services.

  4. CoachLab’s Rights

    1. Under the Terms, we may:

      • edit or remove any content, features or functionality of the Website; and/or

      • monitor your use of the Website;

    2. If you breach the Terms, we may:

      • suspend or terminate your use of the Website; and/or

      • take legal action against you.

    3. We may terminate your access to the Website or our Products or Services at any time without notice. Clause 7 (No Warranty/Disclaimers) and clause 10 (Limitation of Liability) will survive such termination.

  5. Intellectual Property

    1. Your use of the Website or our Products and Services does not transfer the ownership or grant any right or title in or to any of our Intellectual Property Rights to you or any third party.

    2. You agree and acknowledge that:

      • we retain all right, title and interest in and to our Intellectual Property Rights and you agree not to attack, dispute or contest the validity, or the ownership, of our Intellectual Property Rights; and

      • no ownership rights in any of our Intellectual Property Rights are vested or created by the limited rights of use granted to you under these terms of use and that all use of our Intellectual Property Rights under these terms of use, continues for our benefit.

  6. Privacy and Communications

    1. By using the Website, you agree to abide by and comply with our Privacy Policy available at http://www.coachlab.live/privacy-policy/.

    2. We collect and use your personal information in order to assist you in accessing our Products and Services and for purposes otherwise set out in our Privacy Policy.

    3. We may disclose your personal information to third parties that help us with our business functions (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide your personal information, we may not be able to provide all of our Products and Services to you. We may also disclose your personal information to recipients that are located outside of New Zealand. All personal information, collected, used, disclosed and stored by us will be in accordance with our Privacy Policy.

    4. Our Privacy Policy explains:

      • how we store and use, and how you may request access and correct your personal information;

      • how you can lodge a complaint regarding the handling of your personal information; and

      • how we will handle any complaint. If you would like any further information about our Privacy Policy or practices, please contact our Privacy Officer at http://www.coachlab.live/privacy-policy/.

  7. No Warranty/Disclaimer

    1. To the maximum extent permitted by law, we expressly disclaim and exclude all representations, warranties, conditions and guarantees, including (without limitation) in respect of quality, merchantability, fitness for purpose, condition, description, manufacture, design or performance whether express, implied by common law, law merchant, trade usage, custom, statute or otherwise in relation to the Website or, except as otherwise set out in these terms and conditions.

    2. You acknowledge and agree that:

      • your use of the Website is at your sole risk;

      • the Website is provided “as is”; and

      • the Website may not be secure, timely, uninterrupted, error-free or otherwise reliable;

      • We may cease to make available any of the Website content or any Products and Services shown;

      • the transmission of information via the internet is not secure and we cannot guarantee the security of your data in transmission to or from our Website.

      • We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the Website or a linked website. You must take your own precautions to ensure that whatever you select for your use from the Website is free of viruses or anything else (such as worms or trojan horses) that may interfere with or damage the operations of your computer systems.

  8. Linked Sites

    1. Our Website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites, accuracy, security and have no control over or rights in those linked websites.

  9. Indemnity

    1. You agree to indemnify us against all liabilities, costs (including full costs between solicitor and client), losses, claims, expenses and demands incurred by us which arise from or in connection with your access or use of the Website, including but not limited to any breach by you of the Terms, and from any third party claims arising out of or incidental to your use of this Website.

  10. Limitation of Liability

    1. Despite anything else contained in the Terms, any liability to you by us in respect of anything arising from or concerning the Terms, the Website or any of the Products and Services, whether arising in tort (including negligence), contract, breach of statutory duty, equity or otherwise arising from any relationship with you (“Our Liability”) is excluded to the fullest extent permitted by law. To the extent that Our Liability cannot be excluded by law, or to the extent that the exclusion of our liability would render the Terms unenforceable, you agree that the maximum amount that you are entitled to claim against us (in total) and the maximum amount that we (in total) are liable to you for is 100 New Zealand dollar or the next largest amount that would be needed to render the Terms (including these exclusion and limitation provisions) enforceable for our benefit. Despite anything else contained in the Terms, you agree that we are not liable to you (or to anyone else) for any failure or delay in the performance of our obligations under the Terms to the extent that the failure or delay is caused, directly or indirectly, by an event outside our reasonable control.

  11. Variations

    1. To the extent permitted by law, from time to time we may change the Terms by publishing new and amended terms on the Website.

    2. Unless stated otherwise, new and amended terms will take effect immediately on becoming available to view on the Website. Visiting (other than for the limited purpose only of viewing) or use of the Website will be deemed to be acceptance of the new or amended terms.

  12. General Provisions

    1. Severability: If any part or provision of the Terms are held to be invalid, illegal or unenforceable that part or provision will be deemed deleted from the Terms and the remainder of the Terms will continue to apply.

    2. Relationship: The Terms do not create any relationship of partnership, agency, employment or joint venture between you and us.

    3. No waiver: Any failure or delay by either you or us in exercising (or in partially exercising) any right, power or remedy arising from a breach of these terms of use (“Right”) does not operate as a waiver of that Right unless that waiver is provided in writing and signed by the party granting the waiver. The existence of any Right of ours expressly set out in these terms of use, or the exercise of such, does not limit or prejudice any other rights, powers or remedies available to us in contract, at law or in equity, including any rights, powers or remedies that would be available to us if the right, power, or remedy was not set out in these terms of use.

    4. Assignment: You may not assign or transfer your Rights or obligations under the Terms without our prior written consent. We may assign, transfer or novate any of our rights and obligations under the Terms without your consent.

    5. NZ law: The Terms shall be interpreted in accordance with, and governed by, the laws of New Zealand. Your use of the Website and the supply of any Products or Services to you by us and any other matter arising from the Terms are subject to the laws of New Zealand. You agree that any dispute arising from or relating to the Terms or the Website is governed by the non-exclusive jurisdiction of the courts of New Zealand.

    6. Entire Agreement: Unless we otherwise agree in writing, the Terms constitute the entire agreement between us and you in relation to your use of the Website.

    7. Contact: If you have any questions or concerns in relation to the Website, related Products and Services or these terms and conditions, please contact us via the http://www.coachlab.live/contact-us/ link provided on the Website.