End User License Agreement

End User License Agreement (“Agreement”). Last updated: 1st June 2023. Please read this End User License Agreement (“Agreement”) carefully. By purchasing Coach Welly, you are agreeing to be bound by the terms and conditions of this Agreement. License Nude Nutrients Pty Ltd T/A Coach Welly (“Provider”) hereby grants you (“User”) a personal, non-transferable, non-exclusive licence to use Coach Welly & its associated Application (“Software”) on your devices in accordance with the terms of this agreement. You are permitted to load the software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the software.

You are not permitted to:

• Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things;
• Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose;
• Allow any third party to use the Software on behalf of or for the benefit of any third party;
• Use the Software in any way which breaches any applicable local, national or international law;
• Use the Software for any purpose that Coach Welly considers is a breach of this agreement.



Intellectual Property and Ownership


Coach Welly shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Coach Welly. Coach Welly reserves the right to grant licences to use the Software to third parties.

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Confidentiality


During the term of this Agreement, each party may have access to certain confidential and proprietary information of the other party, (“Confidential Information”). a) Confidential Information shall include, but is not limited to: (i) the Software, Documentation, Client Data; (ii) customer lists, prospect lists, existing agreements with vendors and business partners of either party, pricing proposals; (iii) marketing, sales, financial and other business information, data and plans; (iv) research and development information; (v) formulas, methods, know-how, processes, designs, new products, performance tests, proprietary computer software, bug fixes, reported problems with the Service; (vi) information concerning the service providers of either party; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential. b) Confidential Information shall be used solely for each party’s performance under this Agreement and the exercise of its rights hereunder and shall not be disclosed to any third party. Coach Welly may, subject to the terms of this Agreement, disclose Client’s Confidential Information to any entity controlling, controlled by or under common control with the provider or a third-party consultant or contractor assisting the provider with the Software or any of the provider’s other obligations under this Agreement. Each party shall take reasonable precautions, at least as great as the precautions it takes to protect its own confidential information, to maintain the Confidential Information in strict confidence. c) Confidential Information shall not include any information that the receiving party can establish: (i) is or subsequently becomes publicly available through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to disclosure of such information; (iii) is subsequently disclosed to receiving party by a third party who is not in breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without the use or benefit of the Confidential Information. The user agrees to indemnify and hold Coach Welly harmless against all claims, demands, suits, liabilities, losses, damages or injuries (collectively “Liabilities”) that arise out of the user’s use of the software, except to the extent such Liabilities result from the negligence or wrong doing of Coach Welly. The user agrees to indemnify and hold Client harmless against all claims, demands, suits, liabilities, losses, damages or injuries that arise out of Provider’s performance of this Agreement, except to the extent such Liabilities result from the negligence or wrong doing of Client.

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Termination


This agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Coach Welly. It will also terminate immediately if you fail to comply with any term of this agreement. Upon such termination, the licenses granted by this agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this agreement.

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Governing Law


This agreement and any dispute arising out of or in connection with this agreement, shall be governed by and construed in accordance with the laws of Queensland, Australia.

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Amendments to this Agreement
Coach Welly reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

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Contact Information


If you have any questions about this Agreement, please contact Coach Welly via email at support @ coachwelly.com or contact us via the Contact Us page on our website.

Updated on: 23/01/2024