Last Updated: 1/2/2014
Welcome to the Rise (“Rise,” “we” or “us”) website located at rise.us (the “Site”). Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Site and our platform that connects individuals who are seeking nutritional information and advice (” Customers”) with nutrition experts (“Coaches”) who provide such personalized nutritional information and advice on behalf of Rise (“Coaching Services”). To make these Terms easier to read, the Site and our platform and services are collectively called the “Services.”
Agreement to Terms
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or App, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Rise and are not barred from using the Services or performing the Coaching Services under applicable law.
Registration and Your Information
If you want to access and use the Services, you’ll have to contact us at firstname.lastname@example.org
or submit a form to us via the Site and respond to some preliminary questions. With Rise’s approval, you’ll be able to create an account (“Coach Account”). You can do this via the Site.
It’s important that you provide us with accurate, complete and up-to-date information for your Coach Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Coach Account. You agree that you won’t disclose your Coach Account password to anyone and you’ll notify us immediately of any unauthorized use of your Coach Account. You’re responsible for all activities that occur under your Coach Account, whether or not you know about them.
When you register to be a Coach, you’ll provide us with certain information such as your name, email address, a description of your skill set and areas of interest, payment information, and any other necessary Coach Account information. We’ll use this information to administer your Coach Account. Rise grants you permission to use the Rise name solely to denote the existence of these Terms, in connection with the marketing of the Coaching Services you make available through the Services. Rise must approve your use of the Rise name in each instance.
After registering your Coach Account, we will endeavor to pair you, as a Coach, with Customers whose interests and goals are suited to your expertise, based on information about your fitness and nutritional knowledge that you provide to us when registering your Coach Account, in order for you to provide the Coaching Services to such Customers. Through the Services, we provide a platform that will enable you to interact with Customers, including the ability to provide customized nutritional information to Customers based on information about such Customers’ fitness or nutritional goals and other information provided to you and Rise through the Services.
You hereby agree to perform the Coaching Services as further described in the Coach Guide and in accordance with the Coach Absence Policy. You represent and warrant that: (i) you have no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder your performance of your obligations under these Terms; and (ii) Coaching Services will be performed in a thorough and professional manner, consistent with industry standards, with the requisite training, background, experience, technical knowledge and skills necessary to perform Coaching Services. During the term of these Terms, you agree not to engage or participate in or provide services similar to the Coaching Services on any online platform offering services similar to those offered by Rise. During the term of these Terms and for a period of one (1) year thereafter, you will not directly or indirectly solicit (i) the services of any Rise employee or consultant, or (ii) any Customer, for your own benefit or for the benefit of any other person or entity.
Rise endeavors to ensure positive interactions between you and your assigned Customers; accordingly, Rise may monitor the provision of the Coaching Services on the Services to ensure the quality of interactions with your assigned Customers. Rise reserves the right to reassign any of your Customers to other Coaches at any time, for any reason.
By using the Services, you agree that you are not an employee of Rise and that Rise is not required to provide you with workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, or any other employee wages or benefits. We reserve the right, but are not obligated, to perform a background check, either ourselves or through third party service providers, in determining whether to grant you access to the Services as a Coach. Should Rise decide to perform a background check, as a condition of continued use of our Services, and where requested by Rise, you agree to provide a signed consent to enable Rise or its third party service provider to conduct such background checks.
As your sole compensation for the performance of Coaching Services on the Services, Rise will pay Coach the fees set forth here. Rise will remit such fees to you on the last day of the ensuing calendar month. You are responsible for providing complete and accurate billing and contact information to us. All monies provided to Instructors will be provided in U.S. dollars.
Rise will not reimburse you for any expenses incurred by you in connection with performing the Coaching Services. You are solely responsible for all costs incurred by you in using the Services and performing the Coaching Services and determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes. We may revise the fees for the Services at any time, in our sole discretion, by providing you at least 30 days prior notice on the Site the fees paid to you in connection with Coaching Services for a particular Customer for whom performance was begun prior to the effective date of any such fee changes will be calculated using the fees in effect on the date the performance of such Coaching Services were initiated].
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that account holders (including you or other Coaches or Customers) provide to be made available through the Services. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
Rise does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Rise and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Rights in User Content Granted by You
By making any User Content available through Services you hereby grant to Rise a perpetual, non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with (a) operating and providing the Services and Content to you and to other account holders, and (b) marketing and promoting the Services. For the avoidance of doubt, this license shall survive any termination of these Terms.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Rise on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by Rise
Subject to your compliance with these Terms, Rise grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services.
General Prohibitions and Rise’s Enforcement Rights
In addition to the rules and restrictions set forth in the Coach Guide, you agree not to do any of the following:
* Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
* Use, display, mirror or frame the Services, or any individual element within the Services, Rise’s name, any Rise trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page or in the App, without Rise’s express written consent;
* Access, tamper with, or use non-public areas of the Services, Rise’s computer systems, or the technical delivery systems of Rise’s providers; Attempt to probe, scan, or test the vulnerability of any Rise system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Rise or any of Rise’s providers or any other third party (including another user) to protect the Services or Content;
* Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Rise or other generally available third party web browsers;
* Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing a Rise trademark, logo URL or product name without Rise’s express written consent; Use the Services or Content in any manner not permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
* Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
* Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity;
* Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
Rise respects copyright law and expects its users to do the same. It is Rise’s policy to terminate in appropriate circumstances Coach Account holders who repeatedly infringe the rights of copyright holders. Please see Rise’s Copyright Policy for further information.
Term and Termination
These Terms will commence on the date you register your Coach Account and, unless terminated earlier in accordance with these Terms, will remain in force and effect for as long as you are performing Coaching Services on the Services.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Coach Account at any time by sending an email to us at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of Services or your Coach Account: (i) all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty and professional/medical services disclaimers, assumption of risk and indemnity, limitations of liability, and dispute resolution provisions; (ii) you will promptly deliver to Rise all Confidential Information in your possession or control; and (ii) Rise will pay you any accrued but unpaid and undisputed fees in accordance with the payment terms set forth above, as applicable.
The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
No Professional Services or Advice; No Doctor-Patient Relationship
Rise provides the Services for informational purposes only. We provide a platform so that you may provide Customers with nutritional information relating to such Customers’ fitness, weight loss and/or nutritional goals; however, you acknowledge that Rise is not a fitness, weight loss, registered dietitian or nutritionist, medical professional or certified personal trainer. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND. The information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND CUSTOMERS OR RISE AND CUSTOMERS.
The Services are intended for use only by individuals healthy enough to make changes to their diets and lifestyles, and are not intended for use by minors or individuals with any type of health condition that makes the kind of changes to diet or lifestyle suggested by the Services unsafe or inappropriate. Customers should discontinue diet or other lifestyle changes in cases where such changes cause pain or severe discomfort, and should consult a medical expert prior to returning to diet or other lifestyle changes in such cases. Should you become aware of any pain, severe discomfort or other medical conditions in your assigned Customers, you will promptly notify Rise by emailing email@example.com. We reserve the right to deny Customers access to the Services for any reason or no reason, including if we determine, in our sole discretion, that such Customers have certain medical conditions.
Assumption of Risk and Indemnity
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY RISE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms, including, without limitation, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
You will defend, indemnify and hold Rise harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) any action by a third party against Rise that is based on a claim that any Coaching Services performed under this Agreement, or the results of such Coach Services (including any of your User Content), or Rise’s use thereof, infringe, misappropriate or violate such third party’s Intellectual Property Rights; and (b) any action by a third party against Rise that is based on any act or omission of Coach and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.
Limitation of Liability
NEITHER Rise NOR ANY OTHER party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising out of or in connection with THESE TERMS or from the use of or inability to use the Services or Content, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not Rise has been informed of the possibility of such damage, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will Rise’s total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the Services or Content EXCEED THE AMOUNTS YOU HAVE RECEIVED FROM RISE FOR PROVISION OF THE COACHING SERVICES.
THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RISE AND YOU.
For purposes of this Agreement, “Confidential Information” means and will include any information, materials or knowledge regarding Rise and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Coaching Services. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You agree to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Coaching Services, and not to disclose it to others. You further agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.
Coach is an independent contractor and nothing in these Terms will be construed as establishing an employment or agency relationship between you and Rise. You have no authority to bind Rise by contract or otherwise. You will determine, in your sole discretion, the manner and means by which Coaching Services are accomplished on the Services, subject to the requirement that you will at all times comply with applicable law, these Terms, the Coach Guide and the Coach Absence Policy.
You will report to all applicable government agencies as income all compensation received by you pursuant to these Terms. You will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. You will not be entitled to any benefits paid or made available by Rise to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Rise pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You will indemnify and hold Rise harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Rise to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by you pursuant to these Terms.
You acknowledge that Rise will not carry any liability insurance on behalf of you. You will maintain in force adequate liability insurance to protect yourself from claims of personal injury or death or tangible or intangible property damage (including loss of use) that arise out of any act or omission by you.
These Terms constitute the entire and exclusive understanding and agreement between Rise and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Rise and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Rise’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Rise may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Rise under these Terms, including those regarding modifications to these Terms, will be given: by Rise (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Rise’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rise. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Rise at firstname.lastname@example.org, (415) 660 9552, 2601 Mission Street, 604, San Francisco, CA 94105.