Tools4coaching - Terms Of Service

Please read the following Terms Of Service and press the 'I agree' button to proceed to the registration page.

1. OBJECT

1.1 These terms of service ("ToS") set forth the terms and conditions for the licensing by O'range S.r.l. ("O'range") to persons performing professional coaching activities ("Coach") of the right to access and use the proprietary software named "Tools4coaching" ("Tools4coaching"), for the organisation and management of certain aspects of his/her relationship with the clients ("Coach Clients").

1.2. Subject to the terms and conditions of this ToS, O'range grants the Coach with an onerous, non-exclusive, non-transferable, non-assignable license to access and use Tools4coaching during the Term (the "License"). It is expressly prohibited to the Coach to rent, lease, loan, sell, distribute to third parties Tools4coaching and the rights granted hereunder.

1.3. A complete description of the features and functioning of Tools4coaching, forming an integral and essential part of these ToS, is available at www.tools4coaching.com. By accepting these ToS the Coach represents he/she has carefully read and thoroughly understood the nature, features and functioning of Tools4coaching.

1.4. Tools4coaching is owned and provided by O'range S.r.l. having its registered offices in Rome, Largo Olgiata n. 15, Isola 106 - 7D5, V.A.T. n. 05314841007, enrolled with company's register at the CCIAA of Rome with n. 298470.

2. REGISTRATION PROCEDURE - FEES AND PAYMENTS

2.1. In order to access and use Tools4coaching O'range requires the Coach to complete the registration procedure, fill in and sign the Acceptance Form and send it to O'range via fax at the following fax number +39 06 23328128. Access and use of Tools4coaching is subject to the payment by the Coach of the relevant annual fee, as better specified hereinbelow.

2.2. When filling in the registration and the Acceptance Form, the Coach undertakes to provide true, accurate, current and complete information about him/herself and, further, the Coach undertakes to maintain and promptly update such information to keep it true, accurate, current and complete.

2.4. The Coach shall have to pay in advance the annual fee of the License applicable in relation to the configuration of Tools4coaching chosen by the Coach, as listed at http://www.tools4coaching.com/en/prices.asp.

2.5. Payment of the annual fee shall be made, at the Coach's discretion, as follows:

2.5.1. by credit card, in the course of the registration procedure;

2.5.2. by bank transfer on O'range's bank account: Banca Sella, Agenzia Roma 4, cc/n. 052891425910, ABI 03268, CAB 03204.

3. ACCESS TO TOOLS4COACHING

3.1. After completion of the registration procedure the system will assign to the Coach a personal user ID and a password that shall be communicated to the Coach via email at the address provided during the registration procedure. Complete access and use of Tools4coaching shall be granted only after safe receipt by O'range of the Acceptance Form duly filled in and signed by the Coach and of the relevant advanced payment.

3.2. The Coach Clients shall be able to access the Coach Site after completion of the relevant registration procedure provided by the client management tools of the software.

3.3. At the end of the registration procedure of the Coach Clients, the system will assign to the Coach Clients a user ID and a password for accessing the Coach Site.

3.4. The Coach acknowledges and agrees that these user ID and password constitute the validation system of the Coach and/or Coach Clients access to Tools4coaching and that constitute the sole and exclusive mean for identifying the Coach and/or the Coach Clients when accessing O'range's server and Tools4coaching. Therefore, the Coach acknowledges and agrees that any activity occurring under the user ID and password assigned to the Coach and/or to the Coach Clients pursuant to articles 3.1. and 3.2., shall be attributed to the Coach and shall be binding to his/her respect.

3.5. The Coach acknowledges and agrees to be the sole and exclusive responsible for activities occurring under the User ID and Password assigned to him/her and to the Coach Clients and undertakes to strictly maintain the confidentiality of these User ID and Password.

3.6. The Coach agrees that O'range's log files can be presented before any competent Authority to the extent of meeting the burden of proof pursuant to these ToS. In particular, the content of such log files may constitute valid evidence regarding the existence of the relationship and/or the acts subject to possible disputes.

4. USE OF TOOLS4COACHING

4.1. The Coach represents and warrants not to use Tools4coaching for any unlawful purpose and agrees to respect all the applicable laws and regulations, including, but not limited to, consumer protection in respect of distance contracts, protection of personal data etc.

4.2. Except as expressly authorised by O'range, the Coach agrees not to copy, modify, reverse engineer, reverse assemble, create derivative works based on Tools4coaching, in whole or in part.

4.3. The Coach agrees not to access Tools4coaching by any means other than through the interface that is provided by O'range for use when accessing the Service.

4.4. The Coach acknowledges and agrees that the Coach is the sole and exclusive responsible for contents, data, information and communications the Coach and/or the Coach Clients upload and transmit through the Coach Site and/or Tools4coaching.

4.5. The Coach shall not, and warrants the Coach Clients shall not, use Tools4coaching to: (i) upload, post or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity, falsely state or otherwise misrepresent his/her affiliation with a person or entity; (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (v) upload, post or otherwise transmit any content that the Coach does not have the right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (vii) upload, post or otherwise transmit any material 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; (viii) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (ix) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (x) intentionally or unintentionally violate any applicable local, state, national or international law.

5. AVAILABILITY AND ASSISTANCE

5.1. Tools4coaching and all the related data and information will be resident on O'range's server.

5.2. O'range warrants an actual availability of access to Tools4coaching equal to 99,5% of the possible availability on an annual basis. To this end, availability of Tools4coaching means the time during which O'range's servers and systems are able to work and to be accessed by the Coach and/or the Coach Clients.

5.3. It is agreed that shall not be considered as Tools4coaching unavailability the unavailability resulting from: (a) Scheduled Maintenance; or (b) telecommunications lines' interruption; (c) applications, equipment or facilities located on Coach's and/or Coach Clients' system; or (d) acts or omissions of the Coach and/or Coach Clients; or (e) reasons beyond O'range's reasonable control.

5.4. Scheduled Maintenance shall mean any non-emergency maintenance on Tools4coaching and/or O'range's systems (a) of which the Coach is notified 48 hours in advance, and (b) that is performed during a standard maintenance window from Monday to Friday and from 12am to 7am Rome, Italy, local time. Notice of Scheduled Maintenance will be provided to the Coach by O'range at the email address indicated by the Coach when filling in the Order Form.

5.5. Tools4coaching availability/unavailability periods shall be determined exclusively on the basis of O'range system reports and log files, pursuant to point 3.6. herein above.

5.6. O'range shall provide the Coach with a technical help desk facility in order for the Coach to report problems relating to Tools4coahing and it use. The help desk is available by e-mail at the following address: support@tools4coaching.com. The help desk service will be available from Monday to Friday, from 9:00 a.m. to 6:00 p.m. (Rome, Italy, local time). O'range guarantees a reply within 48 hours as of the receipt of the e-mail.

6. INDEMNITY

The Coach agrees to indemnify and hold O'range harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the information contained in the Coach Site, the Coach's and/or Coach Clients' use of Tools4coaching, the Coach's and/or Coach Clients' connection to O'range's servers and system, the Coach's and/or Coach Clients' breach of the ToS and/or any applicable law and/or regulation.

7. DISCLAIMER OF WARRANTIES

7.1. O'range expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

7.2. O'range makes no warranty that: (i) Tools4coaching will meet Coach requirements, (ii) Tools4coaching will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Tools4coaching will be accurate or reliable, (iv) the quality of any products, services, information or other material contained in Tools4coaching will meet Coach expectations, and (v) any errors in the software will be corrected.

8. LIMITATION OF LIABILITY

The Coach expressly acknowledges and agrees that, save for the case of fraud or gross negligence, O'range shall not be liable for any direct, indirect, incidental, special consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if O'range has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use Tools4coaching, (ii) unauthorised access to or alteration of the Coach's transmission or data; (iii) statements or conduct of any third party on Tools4coaching, or (iv) any other matter relating to Tools4coaching and its use by the Coach and/or Coach Clients.

9. INFORMATIVE NOTE PURSUANT TO ITALIAN  Dlgs 196/2003

9.1. Pursuant to Italian Dlgs no. 196/2003, O'range informs the Coach that personal data of the Coach collected in the course of the registration procedure and of the relationship between O'range and the Coach are used by O'range for the sole and exclusive purpose of executing this ToS and the contractual relationship with the Coach. Use and storage of such personal data may be carried out both by automatic and manual means and is made in a manner consistent with the aim of safeguarding their confidentiality and integrity.

9.2. Coach’s personal data shall be communicated only to independent consultants and advisors of O'range, previously appointed in writing, solely for accounting and billing purposes.

9.3. Collection of the data in the registration form is mandatory in order to allow O'range to execute this ToS.

9.4. Further, O'range informs the Coach that Article 8 of Italian Law 196/2003 grants him/her with the possibility of exercising specific rights, including the right to obtain confirmation from the processor as to whether or not the personal data exist and their availability in an intelligible form; the right to obtain knowledge of the source of the data and the logic and objectives on which the processing is based; the right to cancel, transform to anonymous form or block data processed in breach of the law, as well as to have the data updated or adjusted or, where applicable, to make additions to the data. Coach also has the right to refuse the processing of the data for just causes.

9.5. Should the Coach intend to enforce these rights, he/she can contact O'range at the address indicated in point 1.4. herein above, by writing to the internal Controller of the processing operations. The complete list of Processing Controllers and independent third parties to whom the data have been transferred in connection with the operations carried out by O'range is available free of charge upon request.

10. DATA PROTECTION AND PROCESSOR APPOINTMENT

10.1. Pursuant to Articles 1 and 8 of Italian Law no. 675/1996, by accepting these ToS, the Coach, in his/her capacity as Controller of the data processing, appoints O'range as Processor of the personal data acquired by the Coach in relation to the Service. O'range accepts such appointment.

10.2. The duties entrusted to O'range, by way of such appointment, are exclusively those provided by these ToS and those listed hereunder as the tasks of the Processor.

10.3. As a result of such appointment, O'range is appointed to carry out the data processing operations by its personnel and using its own means. O'range accepts no liability with regard to the application of Italian Law no. 196/2003 in respect of personal data, the processing of which is not directly and materially under its control.

10.4. The Coach has verified to his/her satisfaction that O'range meets all requirements, in terms of experience, capabilities and reliability, for ensuring full compliance with all statutory provisions regarding the processing as well as the security of personal data, and that the warranties provided by O'range are to Coach's expectations.

10.5. O'range hereby warrants that it shall process the personal data controlled by the Coach solely for the purposes of complying with the contractual obligations binding on the Coach himself/herself. In particular, O'range warrants that it shall neither divulge or communicate such data, nor make the same directly or indirectly available to third parties, save insofar as may be strictly necessary to comply with obligations imposed by the Law or contractually assumed under these ToS.

10.6. O'range represents and warrants that the personal data and processing entrusted to O'range in its capacity as Processor, shall be protected in compliance with the provisions of article 11 of Italian Law no.196/2003. In particular, O'range warrants that it shall adopt suitable preventive security measures, bearing in mind technological progress, the nature of the data and the specific features of the processing, so as to ensure that the personal data subject to processing, are stored and controlled in such manner as to minimize the risk of even accidental data destruction or data loss, unauthorized access to or processing of the data, as well as the use of the data for any purpose other than those for which the data were initially collected.

10.7. This appointment shall remain in force for the entire duration of the ToS and shall be deemed to be revoked upon termination of the ToS, regardless of the cause thereof.

10.8. Upon termination of the ToS, O'range shall cancel all the personal data controlled by the Coach and shall irretrievably eliminate them from its computer system.

10.9. Coach in his/her capacity as autonomous Controller as per Dlsg. n.196/2003 shall comply with all the informative duties provided by the applicable laws.

11. CONFIDENTIAL INFORMATION

11.1. The Coach undertakes to keep confidential, not use, for his/her own purposes nor without the prior written consent of O'range, not disclose to any third party, any information of a confidential nature relating to O'range (including, without limitation, any trade secrets, confidential or proprietary technical information, trading and financial details and any other information of commercial value) which may become known to the Coach in connection with the use of the Service.

11.2. This clause shall not apply to any such information which becomes subsequently public knowledge other than by breach of this agreement, which was already known by the Coach at the time of the disclosure, which is disclosed according to an obligation provided by law or to an order issued by the relevant authority.

11.3. The terms of this clause shall survive the expiry or earlier termination of this agreement and any agreed renewal of this agreement.

11.4. After the termination of this agreement the Coach shall return to O'range all the other confidential information in written or tangible form or on any other media.

12. TERM, RENEWAL AND TERMINATION

12.1. These ToS shall be valid and effective as of the date they are accepted by the Coach by submitting to O'range the Order Form duly filled in and signed by the Coach. The License of Tools4coaching has the duration of 1 year as of the date of the receipt by O'range of the payment of the annual fee ("Term").

12.2. O'range shall warn the Coach of the expiration of the Term with a thirty-day prior written notice. If the Coach wishes to renew the License and to continue to access and use Tools4coaching he/she shall have to pay in advance the applicable annual fee within the date of expiration, following the instructions contained in O'range's warning.

12.3. Should the Coach not renew the License within the expiration of the Term, the License and the ToS will be considered automatically terminated without the need of any further communication and the Coach and/or the Coach Clients will be prevented from any further access to and use of Tools4coaching.

12.4. Notwithstanding the above, O'range shall be entitled to terminate the License, the ToS and to prevent any further access and use of Tools4coaching by the Coach with immediate effect, pursuant to Section 1456 of the Italian Civil Code, in case of infringement by the Coach of Articles 2.3., 4.1., 4.2., 4.5. and 6 of this ToS, without prejudice to the right of O'range to obtain the restoration of any damage.

12.5. It is agreed that in the event of termination, for any reason, of the License and the ToS, O'range, within 5 days as of the date of termination, shall be obliged to cancel from its servers all and any data and information uploaded and stored by the Coach and/or the Coach Clients, without the need of any further communication. Within the said 5 days, the Coach shall have the possibility to download all the data and information relating to the Coach an to his/her Coach Clients contained in Tools4coaching. Should the Coach not download his/her data and information within the mentioned 5-day period, it is agreed that O'range shall have the obligation to immediately cancel all and any of those data and information.

13. GOVERNING LAW AND EXCLUSIVE JURISDICTION

13.1. This agreement is construed in accordance with and governed by the laws of Italy.

13.2. For any dispute arising out of this agreement the Courts of Milan shall have exclusive jurisdiction.