Effective: November 21, 2018
These are the terms and conditions of service (“Terms”) for Audacity International Limited (“Satori”/”we”/“us”) which apply to all use of our online coach client management platform service (“Service”) provided as mobile app or web app via satoriapp.com (“Site”). Please read these terms carefully before you use the Service.
Satori may change these Terms at any time. If a change is material, we’ll let you know before it takes effect. By using Satori on or after that effective date, you agree to the new Terms. If you don’t agree to them, you should delete your account before they take effect, otherwise your use of the Service will be subject to the new Terms.
The Service is designed for use by providers of coaching services (“Coaches”).
Audacity International Limited, trading as Satori, is a limited liability company incorporated in New Zealand, company number 2194097, NZBN 9429032461541, and having its Registered Office at 51 Bays Road, Rd 5, Papakura, Auckland, 2585, New Zealand.
The Service is billed in advance on a monthly or annual basis. Subscription fees are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Except that an annualised subscription fee may be refunded within 30 days from the date of payment. We shall be under no obligation to provide the Service while any overdue payments remain unpaid.
Satori integrates with PayPal for the purposes of facilitating payments to Coaches for their coaching services. Use of this feature requires that the Coach is the holder of a PayPal account. You consent to Satori making PayPal API calls on your behalf for the purposes of facilitating payments for your coaching services.
You acknowledge that such transactions may attract PayPal service fees and that you are liable to pay any and all such fees as they may be assessed in connection with your account. PayPal fees are separate from any fees charged by Satori for the use of the Satori service and are not included in the fees quoted on the Satori website.
You further consent to us storing information about such transactions for the purposes of:
You may not use Satori to invoice for any product or service which contravenes the terms of the PayPal Acceptable Use Policy.
If at any time you wish to withdraw your authorisation for Satori to raise invoices or process payments on your behalf, you may do so by cancelling the respective Coaching Agreements.
Satori shall use commercially reasonable endeavours to make the Service available 24 hours a day and 7 days a week except for (i) maintenance periods (whether scheduled or unscheduled) and (ii) interruptions to the Service for causes beyond our control. Where possible, Satori will use commercially reasonable measures to provide advance notice of any expected service interruption.
Satori undertakes that the Service will be performed substantially in accordance with any documentation provided by Satori which describes the Services (“Documentation”), and with reasonable skill and care.
The undertaking in the previous paragraph shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than Satori or our duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Satori will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in the preceding paragraph. Notwithstanding the foregoing, Satori:
The Service is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law.
You shall provide us with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by us in order to provide the Service, including but not limited to Customer Data, security access information and configuration services.
You shall obtain and maintain all necessary licences, consents and permissions necessary for the use of the Service.
You shall not access, store, distribute or transmit any software viruses, or any material during the course of your use of the Service that is unlawful, defamatory, discriminatory, infringing, harassing or racially or ethnically offensive, illegal or facilitates any illegal activity, and we reserve the right, without liability or prejudice to our other rights to you, to suspend or disable your access to any material that breaches the provisions of this paragraph.
You shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the software programmes we use to provide the Service (“Software”) or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human readable form all or any part of the Software.
When you create a coaching agreement with a billing structure (“Billable Coaching Agreement”), you are authorising Satori to raise invoices on your behalf in connection with that agreement. Payments made by your clients and facilitated by Satori are made directly to the Coach. The Coach warrants to enter into a direct contractual relationship with the Client to provide the coaching services and be the responsible party for the transaction. Satori will not be responsible for the provision of coaching services to coaching clients, nor the content or nature of coaching provided by the Coach.
As between you and Satori you shall own all the data you or your clients input for the purpose of using the Service (“Customer Data”).
We shall use commercially reasonable endeavours to protect Customer Data from unintended loss or damage. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in our back-up policy. Satori shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable us).
As Satori is incorporated and domiciled in New Zealand, Satori is subject to, and shall comply with its obligations under, the New Zealand Privacy Act 1993 in relation to its use of personal data. In addition, as many Coaches and their Clients are resident in the EU, Satori aims to comply with the EU General Data Protection Regulation 2016/679 (“GDPR”).
To the extent that Satori processes any personal data on your behalf in connection with the Satori services, you acknowledge that you are the data controller and Satori is the data processor in respect of any such personal data (where “controller”, “processor” and “personal data” have the meanings as defined in GDPR).
Satori uses servers hosted in the US to provide the Service. Satori only users US server hosting companies which have obtained Privacy Shield certification.
Satori shall, in relation to any personal data processed by Satori on your behalf in connection with the services it provides to you under these Terms of Service:
Satori confirms that it has entered, or will enter (as the case may be), a written agreement with any such third-party processor incorporating terms which are substantially similar to those set out in this section of these Terms of Service.
You must ensure that you have all necessary consents and notices in place to enable lawful transfer of any personal data to Satori for the duration of your use of the Service.
You warrant that:
You acknowledge and agree that Satori and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
Satori confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
Each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. However a party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this provision, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
Satori acknowledges that the Customer Data is the Confidential Information of the Coach.
The above provisions of this Confidentiality section shall survive termination of this Agreement, however arising.
You agree to hold harmless and indemnify Satori, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
Except as set out in this paragraph, Satori shall not be liable for any loss of business, loss of profit, loss of or damage to reputation, loss or corruption of data or for any indirect or consequential loss relating to its provision of the Service. In addition, Satori's total aggregate liability arising under the Agreement shall be limited to 100% of the price paid for the Service in the 12 months immediately preceding the date on which the claim arose, except in relation to losses caused by Satori's breach of confidentiality, intellectual property infringement or breach of applicable data protection legislation. This paragraph does not apply to, and does not seek to exclude, any loss for which Satori is not permitted by law to exclude liability for.
Satori shall have no liability to the Coach under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Satori or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Coach is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Coach shall not, without the prior written consent of Satori, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Satori may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This Agreement does not confer any rights on any person or party other than the parties to this Agreement.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as provided from time to time.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received when confirmation of completion of its transmission has been recorded by the sender’s email system.
This Agreement shall continue as long as the Coach maintains a paid subscription to the Service and keeps that subscription in good standing unless terminated in accordance with this provision.
Either party may terminate this Agreement immediately by written notice if:
Either party may terminate this Agreement by giving at least 30 days written notice, in which case this Agreement will end on the expiry of such notice.
These Terms of Service are governed by the laws of New Zealand.
If you have any questions regarding this Terms of Service or if you wish to discuss the terms and conditions contained herein please contact Satori at firstname.lastname@example.org.
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