Last updated Sep 22, 2021
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.
By entering into this Agreement, and/or by accessing or using the Services, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement applies to all visitors, users, and others who access or use the Services (“Users,” “you,” or “your”). Ponder reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement, at any time, by posting changes to this page. Your continued access to or use of the Services after such posting confirms your consent to be bound by this Agreement, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Services. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.
To use the Services you must be, and hereby represent that you are, an individual 16 years or older who can form legally binding contracts. Persons under the age of 16, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Services unless their parent has consented in accordance with applicable law. Additionally, you are prohibited from accessing or using the Services if you are barred from receiving services under applicable law or have previously been suspended or removed from the Services.
To access and use the Services you must create an account (“Account”) by providing us with information such as your name, contact information, payment information, and additional information you may elect to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. Ponder is not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials. You agree to notify us immediately at the email below if you discover or suspect any security breach related to the Services or your Account.
As part of the Services you may post and share content, including audio and video content (“User Content”). The User Content you upload to the Services remains yours. You agree that User Content does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any User Content that we believe, in our sole discretion, violates this Agreement.
The Services may be used to connect you with a coach (“Coach”) who will provide coaching services to you through the Services. Coaches are independent providers and are not our employees, agents, or representatives. The Services are limited to enabling you to connect with a Coach and any coaching or other services provided by a Coach are independent of the Services. While we hope the Coach is beneficial to you, you agree and acknowledge that your interaction with and use of a Coach is at your own discretion and risk.
In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Services; (ii) circumvent, disable, or otherwise interfere with security-related features on the Services; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Services; (iv) access or use the Services in any manner that may damage, disable, unduly burden, or impair any part of the Services, or any servers or networks connected to the Services; (v) post information or interact with the Services in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Services for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Services; (viii) interfere or attempt to interfere with the Services provided to any User or network, including, without limitation, via means of submitting a virus to the Services, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Services, or copy or create any derivative work of the Services; (x) use the Services in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; or (xi) use your Account or the Services for the benefit of any third party.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Services for your personal, noncommercial use only and as permitted by the features of the Services. Ponder reserves all rights not expressly granted herein in the Services.
By posting, sharing, or publishing User Content, you grant Ponder a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
We may, without prior notice and at our sole discretion, change the Services, stop providing the Services or features of the Services to you or to Users generally, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason.
Pricing and Payment Terms
If you elect to use features of the Services that have charges or subscriptions (“Subscription”) you agree to the applicable pricing and payment terms. Ponder may add new features for additional fees and charges, or amend fees and charges for existing features, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
All Subscription fees, including any applicable taxes and transaction fees, are in U.S. Dollars and payable in advance. Ponder is not responsible for any charges or expenses you incur resulting from charges billed by Ponder in accordance with this Agreement. By providing a credit card number or other payment method with advance authorization features (such as in-app payments from third parties like Apple or Google), you authorize Ponder to continue charging the payment method for all charges due to Ponder until your Account is settled and your Subscription is terminated by either you or Ponder. Ponder reserves the right to limit the number of Accounts that may be charged to a credit card or other payment or identification method per unique User.
Prices for Subscriptions may change from time to time, in Ponder’s sole discretion. Ponder will provide you with notice of any change that increases your cost either through the Services or in an email to you at least thirty (30) days before the change is to take effect. Your continued use of the Subscription after any price change becomes effective constitutes your agreement to pay the changed amount. If you do not agree to the new prices, please contact us at the email below.
You may cancel your Account at any time; however, payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, your Subscription will be valid until your paid period is complete.
Except for User Content (defined above), all data, text, images, logos, software, content, and other information and content available on or through the Services (“Ponder Material”), are the property of Ponder. The Ponder Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Ponder Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Ponder Material, in whole or in part, by any means.
THE SERVICES, INCLUDING ANY COACHING SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PONDER OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PONDER, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE SERVICES OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICES (INCLUDING COACHING) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICES OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. PONDER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY COACH OR COACHING SERVICES.
If you live in a state that do not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.
You agree to defend, indemnify, and hold Ponder and its officers, directors, employees, agents, and affiliates (the “Ponder Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Services, including your use of a Coach; (ii) your violation of any portion of this Agreement or any applicable law, rule, or regulation; or (iii) your violation of any third-party right.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PONDER ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF PONDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE PONDER ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICES FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
By entering into this Agreement or using the Services, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
You and Ponder each acknowledge and agree to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Ponder each retain the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
Except as provided in above, this Agreement is governed by the laws of the State of California, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating any dispute. You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. No waiver by Ponder of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between Ponder and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between Ponder and you.
Please contact us with any questions regarding this Agreement at firstname.lastname@example.org