This Agreement is entered into by and between you (“you” or “Client”) and the “ProCyclingCoaching” trading under Avantias APJ Pty Ltd (“Company”).
1. Services. The Company offers cycling coaching services through a network of independent coaches around the world (“Coaches”), including coaching, training, workouts and access to a video exercises library (collectively, the “Services”).
2. Service Fees
(a) Fees for the Services (“Service Fees”) are payable in advance by debit or credit card. By signing this Agreement, Client hereby authorizes the Company to charge his/her card on file for the Services.
(b) Client is responsible for updating the debit or credit card on file with the Company to avoid any disruptions in Services due to non-payment. the Company reserves the right to discontinue or suspend Services for non-payment and, if necessary, send Client’s account to a collection agency.
3. Coaching Services. Depending on the Services you have purchased, the following may apply:
(a) After signing this Agreement and agreeing to the other terms and conditions, you will receive a welcome email from the Company confirming your subscription to the Services.
(b) You will be contacted within 2-3 business days thereafter to schedule an introductory call with your Coach, during which you and the Coach will agree on the date and time for your coaching sessions.
(c) Coaches will schedule meetings or sessions between 6am to 9pm (in your time zone) and can separately agree on other times on a case by case basis with you.
(d) All coaching Services will be delivered online, via online apps or platforms. The Company currently uses TrainingPeaks as the main online interface and may change any one or more of the online apps/platforms from time to time.
4. Client Responsibilities
(a) You must send to the Coach all information, documents and materials reasonably requested by the Coach at least 24 hours in advance of your scheduled appointment. If any requested material, document, or information is not submitted within that time frame, the coaching session may be rescheduled or forfeited.
(b) Cancellations of any individual coaching session must be made at least 24 hours prior to scheduled appointments.
5. Monthly Subscription
(a) If you purchase a monthly subscription (“Monthly Subscription”), you agree to an initial and recurring Monthly Subscription fee at the then-current monthly subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription at any time before the next billing cycle, subject to the terms of our cancellation policy.
(b) Once you subscribe and are off the waitlist (if applicable), the Company will automatically process your Monthly Subscription fee in the next billing cycle, and continue to automatically process your
Monthly Subscription fee each month at the then-current monthly subscription rate, until you cancel your subscription. Please see details of how to cancel your monthly subscription in the “Cancellation Policy” below.
7. Cancellation Policy
(a) Either you or the Company may terminate or cancel your subscription at any time. You understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of this Agreement or our enforcement or application of this Agreement; (ii) any practice or policy of the Company, including without limitation our Terms & Conditions and Privacy Policy, or our enforcement or application of these terms or policies; (iii) the content available through our website or any change in content provided through the website or on or through the Services; (iv) your ability to access and/or use our website or any Service; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our website (or part thereof) and/or our Services, except as we may otherwise provide from time to time.
(b) You can cancel your subscription by contacting Customer Service or Your Coach or by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request.
(c) For monthly subscriptions, to avoid a charge for the following month, cancellations must be made at least 10 days prior to your next billing date. Partial month refunds are not offered. For example, if you are billed on the first of every month and cancel on the 15th day of that month, you will not receive a partial refund for that month. You will maintain access to your account through your paid-thru date regardless of your cancellation date.
(d) No portion of any monthly payment can be refunded and/or prorated or credited to another service, product or Client. Approved refunds will be issued within 30 days from the approval date.
(e) Any request for a break from training will be treated as a Cancellation at the end of the current billing cycle. You may return to training when you are ready by signing up on the Company Website or contacting Client Services directly.
8. Bike Handling. The Company is not liable for any damage or injury related to your equipment. It is your sole responsibility to maintain adequate insurance for all personal property. In no event will any fees for Services be refunded to your due to a lack of equipment.
9. Independent Contractors. Certain services may be provided by independent contractors or sub-contractors of the Company. These professionals are independent from the Company. Your use of such services is voluntary and you agree to hereby indemnify, release and hold the Company harmless from and against any liability, claims, loss or injury associated with the services.
10. Subscription Data
(a) For purposes of your use of our Services, including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process (“Subscription Data“), including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Website (or any portion thereof) or any of our Services. You are obligated to check the “Account Settings” feature of our Website to determine whether your Subscription Data is current and accurate, and, if not, to correct or update your Subscription Data including your billing information.
(b) You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password or credit card information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, access the Account Settings feature of this Website to update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account. You are responsible for paying any amounts billed to your credit card by a third party which were not authorized by you.
11. Confidentiality
(a) You agree that the Services provided under this Agreement are strictly confidential and may not be disclosed to any third party without the express prior written consent of both the Coach and the Company, including but not limited to, the materials provided to you by the Coach or the Company, the techniques and methodologies utilized by the Coach and/or the Company in rendering Services under this Agreement and the substance of the communications between you, the Coach and/or the Company. Notwithstanding the foregoing, you may share information with your health care provider in connection with any medical care you are receiving.
(b) You agree that you shall not reproduce any materials provided to you by the Coach or the Company and, further, that you will not remove any proprietary markings from materials provided to you by the Coach or the Company, including any confidentiality notices and/or copyright notices.
(c) It is expressly understood and agreed that the Company (and not the Coach or the Client) is the sole and exclusive owner of all concepts, programs, ideas, materials, copyrights, trademarks and other intellectual property rights associated with the Services.
(d) The parties further agree that neither party shall make any disparaging remarks about the other party in the event this Agreement is terminated.
12. Client’s Responsibilities
(a) You are ultimately responsible for creating and implementing your own physical, mental and emotional well-being, decisions, choices, actions and results. As such, you agree that neither the Company nor the Coach is, and will not be, liable for any actions or inaction, or for any direct or indirect result of any Services.
(b) You understand that the Services are not a substitute for professional advice by legal, mental, medical or other qualified professionals and you will seek independent professional guidance for such matters. If you are currently under the care of a health care professional, you should inform the health care provider.
13. Assumption of Risk
(a) You represent that you are at least eighteen (18) years of age.
(b) You also understand and confirm that: (i) participation in the services is voluntary; (ii) the services may require intense physical activity; (iii) and that such participation carries with it certain and inherent and unavoidable risks, including an increased risk of serious illness, injury, and paralysis and with full awareness of such risks. You agree to assume the risk of participating in the services.
(c) You certify that you are physically fit and sufficiently trained for participation in the services and that you have not been advised against participation by a qualified health professional.
(d) You understand and agree that you are solely responsible for arranging any transportation, equipment and other related travel accommodations and all expenses needed to participate in the services (“Client Expenses”). The Company is not liable for any such Client Expenses for any reason including, without limitation, cancellation of the Services.
14. Waiver and Release
(a) You agree that you are voluntarily participating in the Services, whether currently, or in the future, with the knowledge of the numerous risks and dangers involved, and the Company nor any Coaches shall bear responsibility or liability including, without limitation, (i) negligence in any manner on the part of the Company or the Coach in the conduct or arrangement of the Services, (ii) equipment including, without limitation, selection, assembly, shipping, packing, handling, storage, failures or maintenance; or (iii) physical exertion experienced during or after the coaching sessions.
(b) You fully discharge and covenant that you shall not sue or threaten to sue the Company or the Coach and agree to indemnify and save and hold harmless the Company, the Company’s representatives, directors, agents, employees, independent contractors (including Coaches), officers, volunteers, other Clients, any sponsors, advertisers and if applicable, owners and lessors of the premises on which the services may take place (each considered one of the “releases” herein) from all liability, claims, demands, losses or damages on your account caused or alleged to be caused in whole or in part by the negligence of the releases or otherwise, or arising directly or indirectly from your participation in the Services, including claims or damages resulting from death, personal injury, partial or permanent disability or property damage, medical or economic losses, including attorney’s fees, whether caused in whole or in part from the services or any instruction or training associated with the services and whether based upon the breach of any express or implied warranty, negligence or under any other legal theory.
(c) This release shall be binding upon your heirs, assignees, successors and personal representative. You hereby further state that you currently do not suffer from any physical or mental condition that would impair your ability to fully participate in the services. You hereby acknowledge that the Company makes no warranties of any kind, express or implied, and does not guarantee individual results. You, not the Company, are personally responsible for the achievement of individual performance goals.
15. Health Disclaimer: This Services (including the coaching website and any third-party applications related thereto) provide are intended only to assist users in their personal cycling training efforts. Neither the Company nor any Coach is a medical organization or health professional and cannot give you medical advice or diagnosis. Nothing contained in this Website or through the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to seek the advice of a physician before beginning any training effort or regimen. This Website and the Services are intended for use only by healthy adult individuals.
16. Disclaimers of Warranties: PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: THE SERVICES, OFFERINGS, CONTENT AND MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. ANY PRODUCT, OFFERING, CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES (AND THE WEBSITE) IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS). NEITHER THE COMPANY NOT ITS AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR ANY COACH OR THROUGH THE COACHING WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
17. Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, THE COACH AND THEIR RESPECTIVE AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE COACHING SERVICES OR WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THE SERVICES, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE COACHING WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH OUR SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SERVICES. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
18. Indemnification: You agree to indemnify, hold harmless and, at our option, defend us and the Company, and its affiliates, officers, directors, employees, independent contractors (including Coaches), stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your improper use of the Services, products or offerings, your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.
19. Media Consent and Release
I understand that the Company and/or the Coaches may take photos and/or videos of training participants during program activities and events for use in training or promotional materials in print, multimedia, or web form. I hereby authorize the Company and anyone acting pursuant to its authority to (a) record my likeness and voice on a video, audio, photographic, digital, electronic or any other medium, and (b) use, reproduce, exhibit or distribute in any medium for any purpose that the Company deems appropriate, including educational or promotional/advertising purposes. I release the Company and those acting pursuant to its authority from liability for any violation of any personal or proprietary right I may have in connection with such use. I understand that all such recordings, in whatever medium, shall remain the property of the Company.
20. Force Majeure: The Company and/or its affiliates and/or the independent coaches shall not be held responsible for any events beyond their respective control, regardless of whether occurring at your or our location or any other location where the Services shall be rendered, including, but not limited to, acts of God, natural disasters, weather, war, terror attacks, strikes or other disruptions, political instability, epidemics, government restrictions or for acts or omissions of persons or agencies not directly controlled by the Company and/or its affiliates and/or the coaches. If Services are not rendered by us due to force majeure, you are not entitled to get a refund.
21. Amendments: This terms and conditions of this Agreement may not be amended or modified without the express written consent of the Company.
22. Assignment: You may not assign his/her rights or delegate your duties under this Agreement without the prior written consent of the Company. The Services are not transferable.
23. Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the any provision of this Agreement is deemed invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
24. Entire Agreement: This Agreement, together with the General Terms & Conditions, the Privacy Policy and any other agreements, terms and policies (collectively, “Related Agreements”) entered into by you and the Company in connection with this Agreement, as well as any waiver or release grated by you, constitute the complete and exclusive statement of all mutual understanding between the parties with respect to the subject matter hereof, superseding all prior proposals, communications and understandings, oral or written. If there is any conflict between the terms of this Agreement or any other Related Agreement, the terms of this Agreement shall prevail.
25. Governing Law: This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Massachusetts exclusive of any conflict-of-law or choice of law rules and principles. Any legal action or proceeding arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution mechanism set forth in the General Terms & Conditions.