Terms of service

FORMABLE ATHLETE PURCHASER TERMS
Effective as of: January 17, 2023
FORMABLE[TM] BY AGEGROUPER TERMS OF USE

These Purchaser Terms of Use (the “Terms”) govern your purchase and use of the formableTM athlete coaching connection service (the “Service”) owned and operated by AgeGrouper Media Group, LLC (“AgeGrouper,” “we,” “us,” or “our”). We provide you access to the Service via the teamformable.com website (the “Website”).

Please read these Terms carefully to make sure you understand the applicable terms, conditions, and exceptions.
We may revise these Terms from time to time. The changes will not be retroactive, and the then- current version of the Terms will govern your use of the Service for any transactions that you book.

ACCEPTANCE
By making a booking for Service via the Website, you agree to be bound by the Terms. If you do not understand the Terms, or do not accept any part of them, then you may not use or access the Service.

To purchase and use the Service, you must: (i) be at least 18 years old or the age of majority as determined by the laws of the jurisdiction of which you live or (ii) have the express consent of your parent or guardian to purchase and use the Service. If you are a parent or legal guardian and you allow your child (or a child that you are a guardian of) to purchase or use the Service, you agree that the Terms apply to you, that you will abide by the Terms, and that you are responsible for the child’s activity in connection with the Services and for ensuring that the child also abides by the Terms. In any case, you must be at least 13 years old to use the Service.

You acknowledge that critical components of the Service include exchange of reasonable contact details with the Coach (e.g., email address or telephone number), as well as one or more video conferences with the Coach of your choosing. You agree that by purchasing and using the Service, (i) you consent to providing your (or your child’s) contact details with the Coach; and (ii) you consent to your (or your child’s) participation in a video conference with the Coach. You further acknowledge and agree that the Coach is not an employee of AgeGrouper, and except as otherwise expressly set forth herein, we are not responsible for the Coach’s actions.

DESCRIPTION OF SERVICES
The formableTM Service connects you with coaches and allows you to book athlete coaching assessments (each, an “Assessment”) with one of our third-party coaching partners of your choosing (each, a “Coach”).

By accessing the Website, you will be provided the opportunity to browse the list of Coaches pertaining to your sport of choice. Each Coach listing will contain a descriptive bio for that Coach, as provided by the Coach. If you wish to book and purchase a Core or Core+ Assessment from a Coach of your choice, you may follow the prompts via that Coach’s listing on the website and proceed to checkout.

ASSESSMENT PROCESS AND PARTICIPATION RULES
Upon your booking and completed checkout for an Assessment you agree to adhere to the following process for receipt of your Assessment:

Initial Video
You will provide your Initial Video to the Coach at least seventy-two (72) hours prior to the date of your instructional video conference, through a third-party video assessment software platform located at https://teamformable.wetransfer.com.
You must capture all footage in accordance with the filming guidelines located at https://teamformable.com/filming.
The Coach will review your Initial Video and prepare a written assessment and recommendations for you, to be provided during the instructional video conference on your selected booking date.

Instructional Video Conference
Your time and the Coach’s time are valuable, and instructional video conferences will be held to a firm thirty (30) minute time limit.

Subject to the Cancellation & Termination section below, you must otherwise appear for all scheduled instructional video conferences with Coaches.

We will require that the Coach give you at least forty-eight (48) hours notice if Coach needs to reschedule an instructional video conference, and Coach and you will work together to determine a mutually acceptable rescheduled time.

If Coach requests that you reschedule more than two (2) times, or if Coach cancels the instructional video conference with less than 48 hours or otherwise does not show up for the conference, you will be entitled to cancel the purchase without penalty.

Instructional video conferences will take place via third-party video conference platform as mutually agreed between you and the Coach. Calls must be taken in a quiet and well light location free of outside interruption, with quality internet connection.

Coach Conduct
We agree to contractually require each Coach to provide instruction with a manner and decorum consistent with industry standards, and in compliance with all applicable laws, rules, and regulations.

We further agree to contractually require that each Coach (i) maintain confidentiality of any contact information or other personal information provided by you; and (ii) agree that unless expressly stated otherwise in the terms of service of the Third-Party Assessment Platform, the Initial Video is and shall remain the your property, and Coach will not use the Initial Video for any purpose other than to provide the instruction to you as part of the Assessment.

If you believe a Coach has violated these conduct requirements, contact us as soon as possible via the “Contact Us” section of the Website and we will promptly investigate the matter. If we determine in our reasonable discretion that a Coach has violated these conduct requirements, we will issue you a full refund of your purchase price for the Assessment. The foregoing refund shall be the sole remedy against AgeGrouper in the event of a Coach’s violation of these conduct requirements.

CANCELLATION OR RESCHEDULING OF BOOKINGS
If you wish to cancel or reschedule a booking following completion of checkout, the following terms apply:
You may cancel at any time for a full refund up to forty-eight (48) hours prior to the scheduled instructional video conference (for Core+ purchases, up to 48 hours prior to the first instructional video conference).

If you cancel fewer than 48 hours prior to the scheduled instructional video conference (or for Core+ purchases, fewer than 48 hours prior to the first instructional video conference), you will not be issued a refund.

You may reschedule with least twenty-four (24) hours notice to Coach prior to the instructional video conference, and Coach and you will work together to determine a mutually acceptable rescheduled time.

If you request that the Coach reschedule more than two (2) times, we or the Coach may choose to cancel, and you will be issued a full refund of the purchase price without any further penalty to AgeGrouper.

PAYMENTS
The price of an Assessment is set by us in our sole discretion. In order to book an Assessment, you must pay for your purchase at checkout. We may, at our sole discretion, use a third-party payment processor (“Payment Processor”) to collect payments from you. The processing of payments in connection with your use of the Service will be subject to these Terms and the terms, conditions, and policies of the Payment Processor and/or your bank or credit card issuer. We will not be responsible or liable for any errors made by the Payment Processor. When you make a payment, you explicitly agree to pay the price listed for the Assessment, along with any additional amounts relating to applicable taxes, credit card fees, bank fees, foreign transaction fees, foreign exchange fees, and currency fluctuations. We or the Payment Processor may share your payment information with payment services providers to process payments; prevent, detect, and investigate fraud or other prohibited activities; facilitate dispute resolution such as chargebacks or refunds; and for other purposes associated with the acceptance of credit and debit cards. It is your responsibility to make sure your banking, credit card, debit card, and/or other payment information is up to date, complete, and accurate.

You are responsible for and agree to pay any applicable taxes, duties, tariffs, and fees related to the purchase of an Assessment, including those required to be paid to either AgeGrouper or a Payment Processor. These taxes may include, but are not limited to, VAT, GST, sales tax, withholding tax, and any other applicable taxes. Depending on your location, we may be responsible for collecting and reporting information related to transaction taxes arising from your purchase. You grant us permission to provide any required personal information to relevant tax authorities to fulfill our tax collection and reporting obligations.

INTELLECTUAL PROPERTY
License to you:
Subject to these Terms, we hereby grants you access to the Service. Nothing in these Terms shall be construed as AgeGrouper granting you any right, title or interest in or to our intellectual property or any other AgeGrouper proprietary rights. The Service and Website, and all intellectual property (including without limitation all audiovisual content and all trademarks, trade names, service marks, logos, or other marks) contained therein, are proprietary to AgeGrouper and/or our licensors are protected by applicable state, federal, and international intellectual property laws and we retain all rights, titles, and interests in and to the Service and Website. Any rights not expressly granted in these Terms are reserved by AgeGrouper, and all implied licenses are disclaimed.

License to Us:
In order to receive an Assessment via the Service, you may choose to make images, videos, sound recording, or other audiovisual content contained in your Initial Video available to us and to your Coach. For any Initial Video that you choose to make available, you hereby grant AgeGrouper and the applicable Coach a limited, non-exclusive, royalty-free license to use the Initial Video solely for purposes of providing an Assessment in connection with your purchase. If you provide us with your prior written consent, AgeGrouper may use your Initial Video for promotional purposes on the Website or other AgeGrouper owned or operated media properties without additional compensation to you.

DISCLAIMER
EXCEPT AS HEREIN EXPRESSLY PROVIDED, THE SERVICE AND THE MATERIALS ON THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. AGEGROUPER DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATION THAT THE SERVICE AND THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. AGEGROUPER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, NOT SPECIFICALLY SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, NON-INFRINGEMENT OR MERCHANTABILITY IN CONNECTION WITH THE SERVICE AND THE WEBSITE, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COACHES ARE THIRD- PARTY CONTRACTORS OF AGEGROUPER AND NOT EMPLOYEES OF AGEGROUPER, AND AGEGROUPER: (i) TAKES NO RESPONSIBILITY FOR ANY ACTION OR INACTION OF COACHES EXCEPT AS EXPRESSLY PROVIDED HEREIN; AND (ii) MAKES NO WARRANTIES, EXPRESS OR IMPLIED, NOT SPECIFICALLY SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, NON-INFRINGEMENT OR MERCHANTABILITY IN CONNECTION WITH ANY INSTRUCTION OR ADVICE PROVIDED BY A COACH, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED.

LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU HEREUNDER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO A REFUND OF THE AMOUNT PAID BY YOU AT BOOKING. THIS LIMITATION OF LIABILITY APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION OR OTHERWISE. THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT, AND THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

GOVERNING LAW, DISPUTE RESOLUTION
This Agreement will be governed and interpreted in accordance with the laws of the State of New Jersey without reference to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Bergen County, New Jersey and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

MISCELLANEOUS
(a) Force Majeure. Neither we nor you shall be responsible for any delay or failure in performance of any part of these Terms to the extent that such delay or failure is caused by causes beyond that party’s reasonable control, including, without limitation, fire, flood, explosion, war, embargo, government requirement, civil or military authority, epidemics/ pandemics (including, without limitation, COVID-19), quarantine restrictions, acts of God, strikes, civil commotions, act(s) or threatened act(s) of terrorism, failure or delay of telecommunications or technical equipment or infrastructure (each, a “Force Majeure Event”), and each party shall be excused from performance of its obligations hereunder for the duration of such Force Majeure Event.

(b) Relationship; No Third-Party Beneficiaries. We and you are not legal partners or agents, but are independent contractors, and neither party by virtue of these Terms will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. These Terms not create or imply any partnership, agency or joint venture between us and you. These Terms are entered into solely for the benefit of us and you. Except as expressly provided herein, no third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of these Terms.

(c) Severability. If a court of competent jurisdiction holds any provision of these Terms invalid or unenforceable, the remaining provisions of the Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

(d) Waiver; No Election of Remedies. The waiver by either party of any breach of any provision of these Terms will not constitute a waiver of any subsequent breach of the same other provisions hereof. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or available at law or in equity.

(e) Entire Agreement. These Terms constitute the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.