Terms of Service

The following terms and conditions ("Terms of Service" or these “Terms”) are a legal agreement between you and Teach And Run, Inc, (“Teach And Run”), and govern your access to, and use of, the Teach And Run.com website (the "Website"), you downloading or installing the Teach And Run mobile application (the “App”), and your use of any of the services offered by Teach And Run (collectively with the Website and the App, the “Services”).

By clicking on the "I Agree" checkbox, downloading the App, or by accessing, browsing, or otherwise using the Website, you agree to be bound by these Terms and any of the related policies or guidelines, including any subsequent changes or modifications to them and that you have the authority to enter into these Terms personally or on behalf of the third party you have named as the user. The term “you” refers to the individual, team, club, league, or legal entity identified as the user when you registered for the Services. If you do not agree to these Terms or any changes, do not access or otherwise continue to use this Services.

These Terms of Service include a class action waiver and a waiver of jury trials and require binding arbitration on an individual basis to resolve disputes.

These Terms of Service limit the remedies that may be available to you in the event of a dispute.

Registration

In order to access certain features of the Services you may be required to register for an account (“Account”). In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Teach And Run immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Teach And Run has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Teach And Run has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Teach And Run reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Teach And Run, or if you have been previously banned from use of any of the Service.

Teach And Run Services

The Teach And Run Services provide a digital platform to manage and organize sports organizations and teams. The Services may be used by sports organizations or tournament organizers (each an “Organization”), team coaches and managers (each a “Team”), sports participants themselves (each a “Player”), or other members of a Player’s household (each a “Household Member”). Players refers to sports participants that are either participants over the age of 13, or the parent or legal guardian of a youth sports participant who is under the age of 13. The Services may be offered by Teach And Run itself, or through one or more of the Organizations or Teams who offer a branded version of the Services (an “Organization Site”) to their Players. Organizations’ and Teams’ use of the Services may be subject to supplemental terms agreed to directly with Teach And Run that alter these Terms. Players’ and Household Members’ use of the Services may be subject to terms and/or policies of the third-party Organization or Club through whom the Services are made available. Teach And Run is not responsible for the practices of Organizations or Teams that Teach And Run does not own or control. If you are a Player or Household Member with questions regarding any of the additional polices or agreements contained on an Organization Site, please contact the related Organization or Team directly.

Payment and Fees

Some elements of the Services may be offered by Teach And Run for a fee. The fees for such Services are posted on the Website and/or the App Stores. Unless otherwise agreed in writing, fees are subject to change without notice. You agree to pay Teach And Run in advance the applicable fees for the Services provided by Teach And Run under these Terms. If you elect to pay applicable fees with a credit card, Teach And Run will bill your credit card for all fees and you hereby authorizes Teach And Run to charge your credit card or to charge any form of payment you have obtained to replace your credit card. You will provide Teach And Run with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, Teach And Run reserves the right to terminate your use of the Services and in addition to seeking any other legal remedies. Teach And Run is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Teach And Run. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Website. Teach And Run’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Teach And Run’s income.

Subscriptions

By purchasing any Services that are sold as an ongoing subscription (each a “Subscription”), you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation of the automatic renewal of your Subscription and you acknowledge that your Subscription will be automatically extended for successive periods.

To cancel the automatic renewal of your Subscription at any time, you must do one of the following: update your user account at Teach And Run.com or file a ticket at support@Teach And Run.com.

Your renewal date will be the anniversary of your sign-up date after your initial term ends. For example, if you bought a three-month Teach And Run Subscription on November 7th, your Subscription would renew for another three months on February 7th. If you have a renewal anniversary date on the 30th or 31st of the month, your renewal date will be moved to accommodate months that do not have those dates. For example, if your Subscription was started on January 31st and had a one-month term, it will renew on February 28th (or 29th if it is a Leap Year), and thereafter your renewal date will be the 28th of each subsequent month. If you cancel the automatic renewal of your Subscription, you may use your Subscription until the end of your then-current Subscription term. Teach And Run may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method within the 48-hour notice requirement. If you cancel the automatic renewal of your Subscription you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. If Teach And Run does not receive payment for a renewal prior to the date of renewal, Teach And Run may, in its discretion, do one or more of the following: (i) demand full payment, (ii) charge any form of payment you have obtained to replace your provided form of payment (e.g., you have obtained a replacement credit card number), and you hereby authorize Teach And Run to do so, and (iii) terminate or suspend your Subscription.

Teach And Run Payments Service

Unless otherwise clearly stated, Teach And Run payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to the Terms of Service or continuing to utilize Teach And Run for payment processing services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Teach And Run enabling payment processing services through Stripe, you agree to provide Teach And Run accurate and complete information about you and your business, and you authorize Teach And Run to share with Stripe such information and transaction information related to your use of the payment processing services provided by Stripe.

Teach And Run Payments Service Acceptable Use Policy

You are independently responsible for complying with all applicable laws in all of your actions related to your use of Teach And Run's Payment service, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.

Prohibited Activities

You may not use the Teach And Run Payments service for activities that:

  • violate any law, statute, ordinance or regulation.

  • relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law.

  • relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the following Money Service Business Activities: the sale of traveler's cheques or money orders, currency exchanges or cheque cashing, or (g) provide certain credit repair or debt settlement services.

  • involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

  • violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices.

  • involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes.

Activities Requiring Approval

PayPal requires pre-approval to accept payments for certain services, as set forth in the PayPal acceptable use policy, which you may access as of the date of this policy at the following link: https://www.paypal.com/us/webapps/mpp/ua/acceptableuse-full.

More Information

To learn more about the Acceptable Use Policy, please refer to policies@Teach And Run.com.

Violations of the Acceptable Use Policy

We encourage you to report violations of this Acceptable Use Policy to Teach And Run immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email Teach And Run at policies@Teach And Run.com.

Ownership

Teach And Run and its licensors own all rights, title, and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Teach And Run.

You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of Teach And Run or any third party. Any unauthorized use of the Services will terminate the permission or license granted by Teach And Run to you under this Terms of Service and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Teach And Run (“Feedback”) is at your own risk and that Teach And Run has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Teach And Run a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights. Additionally, if you provide reviews or quotes about any of the Services to Teach And Run (“Reviews”), you hereby grant Teach And Run a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner and all Reviews and to include your first name in connection with Teach And Run’s use of the any such Review.

User Content

You are legally responsible for all data, content or other information ("User Content") uploaded, posted or stored through your Account or on your Organization Site or otherwise through your use of the Services. You are responsible for any User Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. Teach And Run does not control the User Content posted via the Services and as such, does not guarantee the accuracy, integrity or quality of such content. Teach And Run reserves the right, in its sole discretion, without notice at any time, to (a) review the User Content posted via the Services; (b) edit, remove or refuse to post any User Content, in whole or in part, for any or no reason in Teach And Run’s sole discretion; (c) take any action with respect to any User Content that we deem necessary or appropriate in Teach And Run’s sole discretion, including if we believe that such User Content violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Teach And Run; (d) 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; (e) disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request; (f) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (g) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, your violation of these Terms of Service or any other agreement between you and Teach And Run.

Teach And Run claims no intellectual property rights over the User Content you provide to the Services. Your User Content remain yours. However, you grant to Teach And Run and its related companies, affiliates and partners an irrevocable, worldwide, royalty-free license to (a) host, use, copy, store, distribute, publicly perform and display, modify, and create derivative works of (such as changes we make so that your content works better with the Services) such User Content as necessary to provide, improve and make the Services available to you and other users, including through any future media in which the Services may be distributed, (b) use and disclose metrics and analytics regarding the User Content in an aggregate or other non-personally identifiable manner (including for use in improving the Services or in marketing and business development purposes), (c) use any User Content that has been de-identified for any product development, research or other purpose (including after termination of your use of the Services), and (d) use any User Content for other purposes permitted by the Teach And Run Privacy Policy. You are responsible for making sure that you have all rights in the User Content, including the rights necessary for you to grant us the foregoing license to the User Content.

In connection with any User Content, you represent and warrant the following:

  • If you are an Organization or Team that uses Teach And Run to perform Services on your behalf, you agree that you are solely responsible for posting all applicable privacy policies or notifications on your Organization Site, for making all appropriate disclosures to visitors to your Organization Site and to other end users whose information you collect, and for obtaining any necessary consent(s) from such individuals, with respect to your collection and use of personal information and including your disclosure of user personal information to service providers such as Teach And Run.

  • If you are an Organization or Team that uses Teach And Run to perform Services on your behalf and you collect personal information from individuals, you acknowledge and agree that you will not collect or cause to be collected and shared with Teach And Run or hosted on Teach And Run' servers certain types of personal information that could trigger state breach notification laws in the event the information is accessed by an unauthorized person, including, but not limited to, social security, driver's license, bank account or credit card numbers, unless such information is provided to Teach And Run in a system specifically designed to protect and store such information. If such information is shared with Teach And Run or hosted on Teach And Run’ servers in a manner that Teach And Run deems to be insecure, Teach And Run has the right, but not the obligation, in its sole discretion to delete and remove any personal information stored on its systems that it deems to be stored in an unsecure manner. In the event that an incident of unauthorized access or disclosure of such data triggers state breach notification laws because of your breach of this section, you agree that you will be wholly responsible for the timing, content, cost and method of any such notice and compliance with such laws.

App Stores

You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that these Terms are between you and Teach And Run, and do not involve the App Store company. Teach And Run, not the App Store, is solely responsible for the App, including the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance and intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App. You acknowledge that the App Store company and its subsidiaries are third-party beneficiaries of the Terms and will have the right to enforce them.

Privacy

Refer to Teach And Run's Privacy Policy to understand how Teach And Run collects, uses and discloses your personal information. Organizations and Teams agree to use any Player or Household Member information that is collected through or stored within the Services in a manner that is consistent with the Privacy Policy and to provide at least the same level of protection for personal information as that provided by Teach And Run.

Your Liability

You are solely responsible for your activities on the Services, including all content that you submit or a third party submits on your behalf or using your account. You agree to indemnify Teach And Run and its shareholders, directors, officers, employees, agents, successors and assigns against any and all third party claims, actions, demands, suits and all related losses, liabilities, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) incurred by an indemnified party arising out of or related to: (a) any violation of law or regulation from your use of the Service, (b) any actual or alleged breach by you of any obligations, representations, warranties under this Terms of Service, including violations of the Conduct Policy; and (c) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by any data, text, photographs, graphics, messages, ratings, forum postings, comments or other materials (collectively, "User Content") that you submit or a third party submits on your behalf or using your account.

Furthermore, Teach And Run takes no responsibility for any damages, injuries or other consequences that occur from you using Teach And Run content (e.g., skills and drills videos). These videos are there for informational purposes only and you and you alone must decide whether you can safely perform the techniques demonstrated. Many athletic or other active endeavors or hobbies, including those which may be described or shown in the Teach And Run content, should only be performed under the direction of qualified professionals and using appropriate safety equipment and personnel. You accept all responsibility and release Teach And Run from any liability arising out of or relating to your use of such content.

Trademarks and Service Marks

"Teach And Run," "Teach And Run.com" and Teach And Run's logos are trademarks, service marks or registered trademarks of Teach And Run Inc. or its suppliers and licensors, and may not be copied, used or imitated, in whole or in part, without the prior written permission of Teach And Run or its suppliers or licensors. You may not use meta tags or any other "hidden text" using any of the above-referenced marks without Teach And Run's permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Teach And Run, and may not be copied, imitated, or used, in whole or in part, without Teach And Run's prior written permission. All other Teach And Run names or logos mentioned on the Service, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Teach And Run.

Links and Third-Party Content

Teach And Run or third parties may provide links on the Services to other sites or content. Teach And Run has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Service. Teach And Run provides links to you only as a convenience, and the inclusion of any link on the Services does not imply Teach And Run’s affiliation, endorsement, or adoption of the linked site or any information therein. When you leave the Service, Teach And Run’s terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.

No Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES, IS AT YOUR SOLE RISK. Teach And Run DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, SERVICES, AND ALL CONTENT AVAILABLE THEREIN THE SITE. Teach And Run DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE.

Teach And Run is not responsible for typographical errors or omissions relating to pricing, text or photography. We cannot and do not represent or warrant that the site or its server(s) are free of viruses or other harmful components, including content that is posted by third parties. You should use industry-recognized software to detect and disinfect viruses from any download.

Limited Liability

IN NO EVENT SHALL Teach And Run BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES THEREIN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA.

Teach And Run'S AGGREGATE LIABILITY FOR ANY ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS YOU PAID TO Teach And Run DURING THE PRIOR 12 MONTH PERIOD OR $100.

You acknowledge that the above limitation of liability is a reasonable allocation of risk for your use of the Services and is a fundamental element of the basis of the agreement between you and Teach And Run. Teach And Run would not be able to provide the App or the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Teach And Run’s suppliers as well.

Some jurisdictions do not allow the limitation or exclusion of certain warranties, conditions or damages, so some of the above exclusions may not apply to you.

Arbitration Agreement

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms, use of any product or service provided by Teach And Run, or related to the processing of personal data, that cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Section 18 (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Teach And Run, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Teach And Run should be sent to: 2040 14th Street, Boulder, CO 80302. After the Notice is received, you and Teach And Run may attempt to resolve the claim or dispute informally. If you and Teach And Run do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules (the “JAMS Rules”) governing the arbitration are available online at https://www.jamsadr.com/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

If you or Teach And Run pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Teach And Run, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Teach And Run.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Teach And Run in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable with regards to any particular subject matter by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect with regard to such specific subject matter and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

This Arbitration Agreement will survive the termination of your relationship with Teach And Run.

Notwithstanding the foregoing, either you or Teach And Run may bring an individual action in small claims court.

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Denver County, Colorado for such purpose.

Conduct Policy

Please read this Conduct Policy carefully. It governs your conduct while using the Services.

Any violation of this policy may result in the suspension or termination of your access to the Services and such action as Teach And Run deems appropriate. Indirect or attempted violations of this policy, and actual or attempted violations by a third party on your behalf, shall be considered violations of the policy by you.

Prohibited Conduct

The following non-exhaustive list describes the kinds of illegal or harmful conduct that are prohibited on the Service.

  • You agree not to upload, post or otherwise transmit any data that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, known to be false and presented as truth, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.

  • You agree not to upload, post or otherwise transmit any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure Codes).

  • You agree not to upload, post or otherwise transmit any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You agree not to upload, post or otherwise transmit any data that potentially infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity;

  • You agree not to upload, post or otherwise transmit any data that is unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

  • You agree not to use an account name, file or directory name, or third level domain (i.e., aaa.Teach And Run.com), or other identifier that infringes or misappropriates any trademark, service mark or other indicia of origin or that is otherwise likely to cause confusion as to the source, affiliation, sponsorship or endorsement of a third party's products or services.

  • You agree not to attempt to disguise the origin of any User Content transmitted to the Service.

  • You agree not to act in any manner that negatively affects other users' ability to use the Service.

  • You agree not to impersonate any person or entity, including, without limitation, a manufacturer or owner of any product, or falsely state or otherwise misrepresent your affiliation with a person or entity.

  • You agree not to interfere with the Service, or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

  • You agree not to post content that would be harmful to minors in any manner.

  • You agree not to intentionally create and/or log in with multiple accounts.

System and Network Security

You are prohibited from violating the security of any system or network comprising the Service. Such violations may result in criminal and civil liability. Examples of system or network security violations include, without limitation, the following:

  • Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of the Service Services or to breach security or authentication measures.

  • Unauthorized monitoring of data or traffic on the Service.

  • Interference with the Service Services including, without limitation, any type of flooding technique or deliberate attempt to overload a system such as denial of service attacks.

  • Forging of any packet header, e-mail header or any part of a message header. This prohibition does not include the use of aliases or anonymous remailers.

  • Using manual or electronic means to avoid any use or access limitations placed on this Service.

Enforcement

Notwithstanding anything to the contrary in this Conduct Policy, Teach And Run reserves the right, but does not assume the obligation, to investigate any violation of this Conduct Policy or any other misuse of the Services or its systems, equipment or network. Teach And Run further reserves the right (each in its sole discretion) to screen, edit, modify, remove or disable access to any content that violates these provisions or that Teach And Run deems objectionable. Without imitating the foregoing, and notwithstanding anything contrary in the Teach And Run Privacy Policy, Teach And Run reserves the right to report any activity, data or persons (including the disclosure of relevant user information) to appropriate law enforcement officials, regulators, or other appropriate third parties if Teach And Run suspects you have violated this Conduct Policy or any law or regulation. Teach And Run also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct.

If you want to report any violations of this Conduct Policy, please contact us at: policies@Teach And Run.com.

Digital Millennium Copyright Act (DMCA)

The Website is an internet "service provider" under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As required by the DMCA, Teach And Run maintains specific contact information provided below for notifications of claimed infringement regarding materials posted to the Website. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

Copyright Agent

Teach And Run, Inc.

2040 14th Street

Boulder, CO 80302

Teach And Run will respond expeditiously to claims of copyright infringement committed on the Website. In notifying Teach And Run of alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit Teach And Run to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

General Provisions

You hereby release Teach And Run and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services or any interaction between you and any other user of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Teach And Run’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Teach And Run shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Where Teach And Run requires that you provide an e-mail address, you are responsible for providing Teach And Run with your most current e-mail address. In the event that the last e-mail address you provided to Teach And Run is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Teach And Run’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Teach And Run at the following address: 2040 14th Street, Boulder, CO 80302. Such notice shall be deemed given when received by Teach And Run by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Teach And Run are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Teach And Run products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Your use of, and participation in, certain Services may be subject to additional terms and such terms will either be listed in the Terms of Service or will be presented to you for your acceptance before you use the supplemental Service.

Please note that the Terms are subject to change by Teach And Run in its sole discretion at any time. When changes are made, Teach And Run will make a new copy of the Terms of Service available on the Website. We will also update the “Last Updated” date on the Terms of Service. If Teach And Run makes any material changes, and you have registered with us to create an Account, Teach And Run will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Teach And Run may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

Last Updated: May 17, 2022