Terms & Conditions
Last Modified: June 19, 2017
- The Services are offered and available to users who are at least 18 years of age. By using this Platform or the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Services.
- Please note that the information provided on the Platform, including any information provided by any Coach, user, guest, or the Company, is for educational or informational purposes only, and should not be treated as medical or behavioral health care advice. The information is not intended to be used for medical diagnosis or treatment, or as a substitute for consultation with a qualified health care provider. Please consult your health care provider if you have any questions or concerns about your health.
- YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER TRAINEES, YOUR CUSTOMERS, CLIENTS, VENDORS, PARTNERS, AND ANY OTHERS YOU MAY INTERACT WITH INSIDE AND OUTSIDE THE SCOPE OF YOUR RELATIONSHIP WITH US, INCLUDING THOSE ARISING OUT OF YOUR USE OF THE PLATFORM, OR ANY OF THE COMPANY’S SERVICES.
- Placing Orders for the Services.
- Prices and Payment Terms.
- All prices posted on the Platform are subject to change without notice. The price charged for a Service (including the SHFT Coaching Program) will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- Accessing the Services and Account Security.
- We reserve the right to withdraw or amend the Platform or Services in our sole discretion. Further, we reserve the right to revise, update, modify, and close down the SHFT Coaching Program, and any of the Services provided therein. We will not be liable if for any reason all or any part of the Platform or Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform or Services, restrict access to some part of the Services or the entire Platform or Services, to users, including certified users and others, including guests of the Platform.
- You must (and hereby agree to) treat all information you provide to us or we (or any Coaches) provide to you, as appropriate, as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your access to use the Services is personal to you and agree not to provide any other person with access to this Platform, the Services, or portions of other confidential or proprietary information. You agree to notify us immediately of any unauthorized access use or any other breach of security. You should use caution when accessing the Services from a public or shared computer or mobile device (including, without limitation, any mobile phones or tablets) so that others are not able to view or record your personal information.
- Intellectual Property Rights.
- The Company and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each of the Services and any content or material, including from a SHFT Coaching Program made available on the Platform, and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks. Except as discussed in Section XVIII, you do not and will not have or acquire any ownership of these intellectual property rights in or to the Services made available through this Platform, or any intellectual property rights relating to the Services.
- The Platform, the training programs and Services, and its entire contents, features and functionality (including but not limited to all information, software, text, displays, featured images, video and audio, and the design, selection and arrangement of the above), are owned by the Company or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- You must not:
- Modify copies of any materials from the Platform or Services;
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform or Services; or
- Permit access or use for any commercial purposes any part of the Platform or Services, or any services or materials available through the Platform or Services.
- If you wish to make any use of material on the Platform or Services other than that set out in this Section, please address your request to: email@example.com.
The Company name, the terms CTRL SHFT or SHFT, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company, or pursuant to Section XVIII. All other names, logos, product and service names, designs and slogans on this Platform or Services are the trademarks of their respective owners, where applicable.
- Prohibited Uses.
- in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
- to exploit, harm or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
- to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing); or
- to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, the Company’s Services, as determined by us, may harm the Company or users of the Services, including any clients, customers, vendors, or other individuals or entities contracting or that may have a business relationship with you, or expose them to liability.
- Additionally, you agree not to:
- use the Platform or Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform or Services, including their ability to engage in real-time activities through the Platform or Services;
- use any robot, spider or other automatic device, process, or means to access the Platform or Services for any purpose, including monitoring or copying any of the material presented therein;
- use any manual process to monitor or copy any of the material on the Platform or Services, or for any other unauthorized purpose without our prior written consent;
- use any device, software or routine that interferes with the proper working of and delivery of the Services;
- introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform or Services, the server on which the Platform or Services is stored, or any server, computer or database connected to the Services;
- attack the Platform or Services or service via a denial-of-service (DOS) attack or a distributed denial-of-service (DDOS) attack; or
- otherwise attempt to interfere with the proper working of the Platform or Services.
- User Uploads.
- The Platform or Services may contain Facebook or other social media and local message boards, chat rooms, personal web pages or profiles, sample marketing materials you may be allowed to use, and other interactive features (collectively, “User Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Uploads”) on or through the Platform or Services.
- Any User Upload you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Upload on the Platform or Services, you grant us and our licensees, successors and assignees a worldwide, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify, and distribute the User Upload. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services, Platform, or any iterations.
- You represent and warrant that:
- you own or control all rights, including intellectual property rights, to the User Uploads and have the right to grant the license granted above to us and our licensees, successors and assignees;
- you understand and acknowledge that you are responsible for any User Uploads you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
- We are not responsible, or liable to any third party, for the content or accuracy of any User Uploads posted by you or any other user of the Platform or Services.
- You agree that any User Upload you place on the Platform or Services may be viewed by other users and may be viewed by any person visiting or utilizing the Services or the Platform. When you use the Platform or Services, you should assume that anything you post or submit may be publicly-viewable and accessible, both by users and non-users of the Platform or Services. Before you post any User Uploads, be aware that this content may be searchable search engines.
- You do not have any rights in relation to other users’ User Uploads. You may not use other users’ information for commercial purposes, to spam, harass, or to make unlawful threats. We reserve the right to terminate our relationship with you if you misuse other users’ information or User Uploads.
- It is a condition precedent to your validly authorized use of the Platform or Services that you agree not to disparage the Platform, the Services, or the Company, its officers, directors, employees, contractors, SHFT coaches, SHFT moderators, shareholders, and agents in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided, however, that both you and the Company shall respond accurately tna dfully to any question, inquiry, or request for information when and as required by any applicable law or regulation or in response to a valid court order as part of a legal process.
- Monitoring and Enforcement; Termination.
- We have the right to:
- remove or refuse to post any User Uploads for any or no reason in our sole discretion;
- disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services, including any stalking or harassment; or
- Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform or Services.
- YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR BECAUSE OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN BECAUSE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
- However, we do not undertake to review material before it is posted on the Platform or Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section, subject to any applicable law.
- Content Standards.
These content standards (“Content Standards”) apply to all User Uploads and use of the Services. User Uploads must in their entirety comply with all applicable federal, state, local and international laws, including intellectual property laws and regulations. Without limiting the foregoing, User Uploads must not:
- contain any material which is defamatory, disparaging (including, without limitation, personally), obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
- promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
- be likely to deceive any person;
- promote any illegal activity, or advocate, promote or assist any unlawful act;
- cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
- give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- Copyright Infringement.
We do not condone copyright infringement, and will terminate the user accounts of repeat infringers. You may not post, distribute, or reproduce in any way any copyrighted materials, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied or posted on the Platform, Services in a way that constitutes copyright infringement, please provide our Copyright Agent (provided in this Section XI), in writing, with the information as follows:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or of interest in the copyright;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the allegedly infringing material is located on the Platform or in the provision of the Services, with reasonably sufficient detail to enable the Company to find the allegedly infringing material;
- your telephone number and email address;
- a written statement by you representing that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a written statement by you, made under penalty of perjury, that all the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent at firstname.lastname@example.org, or at the following address:
c/o SHFT Legal
Vikas Srinath, Counsel
Carbon Law Group, P.C.
633 West 5th Street #2600
Los Angeles, California 90045
- Reliance on Information Posted.
- The information presented on or through the Platform or Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, user of the Services, or by anyone who may be informed of any of its contents.
- This Platform or Services may include content provided by third parties, including materials provided by other users, bloggers, podcasters, and third-party licensors, syndicators, aggregators or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- Changes to the Platform or Services. We may update the content on this Platform or the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform, SHFT Coaching Program(s), or Services may be out of date at any given time, and we are under no obligation to update such material.
- Information About You.
- Linking to the Platform or Services and Social Media Features.
- You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
- This Platform or our Services may provide certain social media features that enable you to:
- link from your own or certain third-party Platforms to certain content on this Platform or Services;
- send emails or other communications with certain content, or links to certain content, on this Platform or Services; or
- cause limited portions of content on the Platform or Services to be displayed or appear to be displayed on your own or certain third-party Platforms, software or mobile applications.
- You may use the above features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
- establish a link from any part of the Platform or Services that is not owned by you;
- cause the Platform or Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site;
- link to any part of the Platform or Services other than the homepage; or
- You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
- We may disable all or any social media features and any links at any time without notice in our discretion.
- Links from the Platform or Services.
If the Platform or Services contains links to other sites, products and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform or Services, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms, where applicable.
- Geographic Restrictions.
The owner of the Platform and SHFT is based in the State of California in the United States. We make no claims that the Platform or Services, or any of its content is accessible or appropriate outside of the United States. Access to the Platform or Services may not be legal by certain persons or in certain countries. If you access the Platform or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, including intellectual property laws.
- SHFT Coaches Terms and Conditions.
- We reserve the right in our sole and absolute discretion to modify any terms and conditions of a SHFT Coaching Program and the Catalyst Course, including whether to award a certificate or amend certificate criteria. We may, but shall not be required to, provide all applicants or Coaches notice of any changes or amendments to this Section XVIII by email at the address each applicant or Coach provides us. If you disagree with any of our changes, your sole remedy is to discontinue your participation in the SHFT Coaching Program by providing us written notice at email@example.com.
- We may cancel any application or Coach designation or certificate by email to the email address you provide us, thereby terminating your relationship with us under the SHFT Coaching Program, for any or no reason at all, including if the application is incomplete, if the applicant or Coach Website contains images or content that is not acceptable to us, or is inconsistent with the image that we wish to create in association with the Platform, or if the applicant or Coach’s web site contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racist or objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the applicant or Coach Website contains any material that appears to us, in our sole discretion to violate any patent, trademark, copyright, trade secret, confidential information, or other intellectual property rights of any other party. You may terminate your participation under the SHFT Coaching Program by emailing us at firstname.lastname@example.org.
- After participating and successfully completing any SHFT Coaching Program, Coaches are solely and fully responsible for all costs and expenses of building their business (or any personal, non-commercial endeavors), participation in the SHFT Coaching Program on its respective Coach Website, including but not limited to costs associated with the creation, hosting, modification, and improvement of the Coach Website, all online and offline marketing or Platform maintenance. We are not responsible for any matter related to the Coach Website, and each Coach agrees to indemnify us against any and all claims, threats, demands, causes of action, or any other costs or expense levied against us related to any lawful or unlawful activity on the Coach Website.
- We make no representation or warranty regarding any potential income that may result from your participation in the SHFT Coaching Program, and specifically disclaim any and all warranties relative to earning potential as a Coach.
- Intellectual Property. Coaches may be required to place links, logos, and other intellectual property on the Coach Website. Therefore, and for the purpose listed in this Section:
- the Coach will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that we provide (“Company Intellectual Property”) to the Coach. This license will automatically terminate in the case that Coach and Company’s relationship terminates. The Company Intellectual Property may only be featured on the Coach Website as designated in the SHFT Coaching Program;
- the Coach may only use the Company Intellectual Property to market as may be determined by us in our sole discretion. A Coach’s failure to comply with this section will automatically terminate this license;
- the Coach may not distribute, reproduce, modify, or otherwise edit the Company Intellectual Property in any way without our written consent; and
- the Coach hereby represents and warrants to the Company that no other party has any rights in and to any of the materials on the Coach Website, including all intellectual property.
- Commission Schedule. Each Coach operating on the Platform agrees to provide the Company 30% of all revenue generated by the Coach using the Platform. Coaches using the Platform must process all payments and billing through the Platform under the purview of the Company. Coaches are forbidden from soliciting any clients from the Platform outside of the Platform, and may be subject to a termination of certification.
- Disclaimer of additional Warranties related to the Platform or Services.
- You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet, the Platform, or the Services, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
- WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICE, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
- YOUR USE OF THE PLATFORM OR SERVICES, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE PLATFORM, INCLUDING YOUR PARTICIPATION IN THE SHFT COACHING PROGRAM, IS AT YOUR OWN RISK. THE PLATFORM OR THE SHFT COACHING PROGRAM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SHFT COACHING PROGRAM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM OR THE SHFT COACHING PROGRAM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR SERVICES OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
- THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- YOU AGREE THAT YOUR USE OF THE SERVICES OR THE PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER INDIVIDUALS. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR COACH.
- Limitation on Liability. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, THE PLATFORM OR THE SHFT COACHING PROGRAM, ANY CONTENT ON THE PLATFORM, THE SHFT COACHING PROGRAM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Governing Law and Jurisdiction.
- Dispute Resolution.
- Limitation on Time to File Claims.
- Waiver; Severability.
- Entire Agreement.
- Your Comments and Concerns.
- The Platform and SHFT are operated by CTRL SHFT, Inc., whose mailing address is 915 Wilshire Boulevard #1750, Los Angeles, California 90017.
- All notices of copyright infringement claims should be sent to the Copyright Agent designated in our Copyright Infringement policy (Section XI) in the manner and by the means set forth therein.
- All other feedback, comments, requests for technical support and other communications relating to the Platform, Services, SHFT Coaching Program, or any other Company-related issues should be directed to: email@example.com.