Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Rpl Platform, you agree to comply with and be bound by these Terms.
Please note: Section 19 of these Terms contains an arbitration clause and class action waiver that applies to all Rpl Members. If your country of residence is the United States, this provision applies to all disputes with Rpl. If your country of residence is outside of the United States, this provision applies to any action you bring against Rpl in the United States. It affects how disputes with Rpl are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: October 7th 2021
Thank you for using Rpl!
These Terms constitute a legally binding agreement (“Agreement“) between you and Rpl (as defined below) governing your access to and use of the Rpl website, including any subdomains thereof, and any other websites through which Rpl makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “ Rpl Services“). The Site, Application and Rpl Services together are hereinafter collectively referred to as the “Rpl Platform”. When these Terms mention “Rpl,” “we,” “us,” or “our,” it refers to the Rpl company you are contracting with. Your contracting entity will generally be determined based on your country of residence or establishment.
- If your country of residence or establishment is the United States, you are contracting with Rpl, Inc.,151 E Main St, Kingsport, TN 37660, United States.
If you change your country of residence or establishment, the Rpl company you contract with will be determined by your new country of residence or establishment as specified above, from the date on which your country of residence changes.
Any and all payment processing services through or in connection with your use of the Rpl Platform (“Payment Services“) are provided to you by one or more Rpl Payments entities (individually and collectively, as appropriate, “Rpl Payments“) as set out in the payments terms of service(“Payments Terms“).
Coaches alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Coaching Services (as defined below). Coaches are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Coaching Services they offer. Certain types of Coaches Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Coaching Service(s) on Rpl, you should always seek legal guidance.
1. Scope of Rpl Services
1.1 The Rpl Platform is an online Career Coaching platform that enables registered users (“Students”) and certain third parties who offer services (Members and third parties who offer services are “Coaches” and the services they offer are “Coaching Services”) to publish such Coach Services on the Rpl Platform and to communicate and transact directly with Students that are seeking to book such Coaching Services (Members using Coaching Services are “Students”).
1.2 As the provider of the Rpl Platform, Rpl does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Coaching Services. When Members make or accept a booking, they are entering into a contract directly with each other. Rpl is not and does not become a party to or other participant in any contractual relationship between Members, nor is Rpl an insurer. Rpl is not acting as an agent in any capacity for any Member, except as specified in the Payment Terms.
1.3 While we may help facilitate the resolution of disputes, Rpl has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Coaching Services, (ii) the truth or accuracy of any Coaching descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Rpl does not endorse any Member or Coach Services. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Rpl about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to participate in a Coaching session, Experience or Event or use other Coach Services, accept a booking request from a student, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Coachat the time the photograph was taken, and are therefore not an endorsement by Rpl of any Coach or Listing.
1.4 If you choose to use the Rpl Platform as a Coach (as defined below), your relationship with Rpl is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Rpl for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Rpl. Rpl does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Coach Services. You acknowledge and agree that you have complete discretion whether to list Coach Services or otherwise engage in other business or employment activities.
1.5 To promote the Rpl Platform and to increase the exposure of Listings to potential Students, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Rpl cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Rpl Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.6 The Rpl Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Rpl is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Rpl of such Third-Party Services.
1.7 Due to the nature of the Internet, Rpl cannot guarantee the continuous and uninterrupted availability and accessibility of the Rpl Platform. Rpl may restrict the availability of the Rpl Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Rpl Platform. Rpl may improve, enhance and modify the Rpl Platform and introduce new Rpl Services from time to time.
2. Eligibility, Using the Rpl Platform, Member Verification
2.1 In order to access and use the Rpl Platform or register an Rpl Account you must be an individual at least 18 years old (16 with parental signature) or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Coach Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 Rpl may make access to and use of the Rpl Platform, or certain areas or features of the Rpl Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the Rpl Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Rpl Platform. If there is a conflict between these Terms and the terms and conditions applicable to a specific area or feature of the Rpl Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.6 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Rpl Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
3. Modification of these Terms
Rpl reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Rpl Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Rpl Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 You must register an account (“Rpl Account“) to access and use certain features of the Rpl Platform, such as publishing or booking a session. If you are registering an Rpl Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register an Rpl Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google (“SNS Account“). You have the ability to disable the connection between your Rpl Account and your SNS Account at any time, by accessing the “Settings” section of the Rpl Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Rpl Account and public Rpl Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Rpl Account unless Rpl authorizes you to do so. You may not assign or otherwise transfer your Rpl Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Rpl Account credentials and may not disclose your credentials to any third party. You must immediately notify Rpl if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Rpl Account. You are liable for any and all activities conducted through your Rpl Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 Rpl may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Rpl Account. For example, we may enable Members to link their Rpl Accounts to businesses and take actions for those businesses, we may enable eligible Members or certain third parties to book Listings on behalf of other Members, add Co Coaches (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Rpl to ask for your credentials, and you shall not request the credentials of another Member.
5.1 Rpl may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Rpl Platform (“Member Content“); and (ii) access and view Member Content and any content that Rpl itself makes available on or through the Rpl Platform, including proprietary Rpl content and any content licensed or authorized for use by or through Rpl from a third party (“Rpl Content” and together with Member Content, “Collective Content“).
5.2 The Rpl Platform, Rpl Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the RplPlatform and Rpl Content, including all associated intellectual property rights, are the exclusive property of Rpl and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Rpl Platform, Rpl Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Rpl used on or in connection with the Rpl Platform and Rpl Content are trademarks or registered trademarks of Rpl in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Rpl Platform, Rpl Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Rpl Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Rpl or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Rpl grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Rpl Platform and accessible to you, solely for your personal and non-commercial use.
5.6 Rpl may offer Coaches the option of having professional photographers take photographs of their Coaching Services, which are made available by the photographer to Hosts to include in their Listings with or without a watermark or tag bearing the words “Rpl.com Verified Photo” or similar wording (“Verified Images“). You are responsible for ensuring that your Host Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Rpl Platform if they no longer accurately represent your Listing, if you stop hosting the Coach Service featured, or if your Rpl Account is terminated or suspended for any reason. You acknowledge and agree that Rpl shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Rpl is not the exclusive owner of Verified Images, by using such Verified Images on or through the Rpl Platform, you grant to Rpl an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Rpl in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Rpl Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all Member Content that you make available on or through the Rpl Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Rpl Platform or you have all rights, licenses, consents and releases that are necessary to grant to Rpl the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Rpl’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Rpl’s Content Policy or any other Rpl policy. Rpl may, without prior notice, remove or disable access to any Member Content that Rpl finds to be in violation of applicable law, these Terms or Rpl’s then-current policies or standards, or otherwise may be harmful or objectionable to Rpl, its Members, third parties, or property.
5.9 Rpl respects copyright law and expects its Members to do the same. If you believe that any content on the Rpl Platform infringes copyrights you own, please notify us in accordance with our copyright policy .
6. Service Fees
6.1 Rpl may charge fees to Coaches (“Coach Fees“) and/or Student (“Student Fees“) (collectively, “Service Fees“) in consideration for the use of the Rpl Platform. More information about when Service Fees apply and how they are calculated can be found on our service fees page.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Coach or Student prior to publishing or booking a Listing. Rpl reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to Rpl. The applicable Service Fees (including any applicable Taxes) are collected by Rpl Payments. Rpl Payments will deduct any Coach Fees from the Listing Fee before remitting the payout to the Coach. Any Student Fees are included in the Total Fees collected by Rpl Payments. Except as otherwise provided on the Rpl Platform, Service Fees are non-refundable.
7. Terms specific for Coaches
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Rpl Platform you must (i) provide complete and accurate information about your Coach Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as session rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Experience) and (iii) provide any other pertinent information requested by Rpl. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.3 Rpl may enable certain Coaches to participate in its “Open sessions Program.” The Open Sessions Program enables Coaches to provide Listings to certain Students, such as refugees or evacuees, for free. You acknowledge that if you choose to participate in the Open Sessions Program, your ability to restrict your Listing to certain Students, such as Students with previous positive Reviews, may be limited.
7.1.5 Pictures, animations or videos (collectively, “Images“) used in your Listings must accurately reflect the quality and condition of your Coaching Services. Rpl reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
7.1.6 The placement and ranking of Listings in search results on the Rpl Platform may vary and depend on a variety of factors, such as Student search parameters and preferences, Coach requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Coach Service, and/or ease of booking. More information about the factors that determine how your Listing appears in the search results can be found on our help center.
7.1.7 When you accept or have pre-approved a booking request by a Student, you are entering into a legally binding agreement with the Student and are required to provide your Coach Service(s) to the Student as described in your Listing when the booking request is made. You also agree to pay the applicable Coach Fee and any applicable Taxes.
7.1.8 Rpl recommends that Coaches obtain appropriate insurance for their Coach Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Students (and the individuals the Student has booked for, if applicable) participating in your Experience, Event or other Coach Service.
8. Terms specific for Guests
8.1 Terms applicable to all bookings
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Rpl and/or the Coach, you can book a Listing available on the Rpl Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Student Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Rpl Account.
8.1.2 Upon receipt of a booking confirmation from Rpl, a legally binding agreement is formed between you and your Coach, subject to any additional terms and conditions of the Coach that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Rpl Payments will collect the Total Fees at the time of the booking request or upon the Coaches confirmation pursuant to the payment terms. For certain bookings, students may be required to pay or have the option to pay in multiple installments.
8.1.3 If you book a Coach Service on behalf of additional students, you are required to ensure that every additional student meets any requirements set by the Coach, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Coach. If you are booking for an additional student who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Experience, Event or other Coaching Service if accompanied by an adult who is responsible for them.
8.1.4 Rpl may enable a Student who is booking a Listing on behalf of one or more additional Students (the “Organizer”) to split the payment of the Total Fees for an eligible booking on a pro-rata basis between the Organizer and at least one other additional guest (each a “Co-Payer”) (the “Group Payment Service”). In order to participate in the Group Payment Service, each Co-Payer must have or register an Rpl Account prior to making a payment. All payments via the Group Payment Service are handled by Rpl Payments and are subject to the group payment terms of service.
8.2 Booking Experiences, Events and other Host Services
8.2.1 You should carefully review the description of any Experience, Event or other Coach Service you intend to book to ensure you (and any additional guests you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Coach has specified in their Listing. At your sole discretion you may want to inform the Coach of any medical or physical conditions, or other circumstances that may impact your and any additional guest’s ability to participate in any Experience, Event or other Coach Service. In addition, certain laws, like the minimum legal drinking age in the location of the Experience, Event or other Coach Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Experience, Event or other Coach Service.
8.2.2 Before and during an Experience, Event or other Coach Service you must at all times adhere to the Coaches instructions.
8.2.3 You may not bring any additional individuals to an Experience, Event or other Coach Service unless such an individual was added by you as an additional student during the booking process on the Rpl Platform.
9. Booking Modifications, Cancellations and Refunds, Resolution Center
9.1 Coaches and Students are responsible for any modifications to a booking that they make via the Rpl Platform or direct Rpl customer service to make (“Booking Modifications“), and agree to pay any additional Listing Fees, Coach Fees or Student Fees and/or Taxes associated with such Booking Modifications.
9.2 Students can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy set by the Coach, and Rpl Payments will refund the amount of the Total Fees due to the Students in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Coach under the applicable cancellation policy will be remitted to the Coach by Rpl Payments pursuant to the payment terms.
9.3 If a Coach cancels a confirmed booking, the Student will receive a full refund of the Total Fees for such booking. In some instances, Rpl may allow the Student to apply the refund to a new booking, in which case Rpl Payments will credit the amount against the Students subsequent booking at the Students direction. Further, Rpl may publish an automated review on the Listing cancelled by the Coach indicating that a booking was cancelled. In addition, Rpl may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Coach has a valid reason for cancelling the booking pursuant to Rpl’s extenuating circumstances policy or has legitimate concerns about the Students behavior.
9.5 In certain circumstances, Rpl may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be for reasons set forth in Rpl’s extenuating circumstances policy or (i) where Rpl believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Rpl, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.7 If a Student or Rpl cancels a confirmed booking, and the Student receives a refund in accordance with the guest refund policy, experiences refund policy, extenuating circumstances policy, or the applicable cancellation policy set by the Coach and mentioned in the Listing, after the Coach has already been paid, Rpl Payments will be entitled to recover the amount of any such refund from the Coach, including by subtracting such refund amount out from any future Payouts due to the Coach.
9.8 Except as otherwise set out in these Terms, Members may use the Resolution Center to send or request money for refunds, additional Coach Services or Damage Claims related to bookings. You agree to pay all amounts sent through the Resolution Center in connection with your Rpl Account, and Rpl Payments will handle all such payments.
10. Ratings and Reviews
10.1 Within a certain time frame after completing a booking, Coaches and Students can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Rpl. Ratings and Reviews are not verified by Rpl for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Students and Coaches must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with Rpl’s content policy and extortion policy.
10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
10.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Rpl Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
13.1 As a Coach you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes (“Taxes“).
13.2 Tax regulations may require us to collect appropriate Tax information from Coaches, or to withhold Taxes from payouts to Coaches, or both. If a Coach fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
13.3 You understand that any appropriate governmental agency, department and/or authority (“Tax Authority“) where your Accommodation is located may require Taxes to be collected from Students or Coaches on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Coaches..
14. Prohibited Activities
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Rpl Platform. In connection with your use of the Rpl Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
- use the Rpl Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Rpl endorsement, partnership or otherwise misleads others as to your affiliation with Rpl;
- use the Rpl Platform in connection with the distribution of unsolicited commercial messages (“spam”);
- offer, as a Coach, any Accommodation that you do not yourself own or have permission to make available as a residential or other property through the Rpl Platform;
- unless Rpl explicitly permits otherwise, book any Listing if you will not actually be using the Coach Services yourself;
- contact another Member for any purpose other than asking a question related to a your own booking, Listing, or the Member’s use of the Rpl Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
- use the Rpl Platform to request, make or accept a booking independent of the Rpl Platform, to circumvent any Service Fees or for any other reason;
- request, accept or make any payment for Listing Fees outside of the Rpl Platform or Rpl Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Rpl harmless from any liability for such payment;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
- misuse or abuse any Listings or services associated with the Rpl Open Sessions program as determined by Rpl in its sole discretion.
- use, display, mirror or frame the Rpl Platform or Collective Content, or any individual element within the Rpl Platform, Rpl’s name, any Rpl trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Rpl Platform, without Rpl’s express written consent;
- dilute, tarnish or otherwise harm the Rpl brand in any way, including through unauthorized use of Collective Content, registering and/or using Rpl or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Rpl domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robot, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Rpl Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Rpl or any of Rpl’s providers or any other third party to protect the Rpl Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Rpl Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Rpl Platform;
- export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14.2 You acknowledge that Rplhas no obligation to monitor the access to or use of the Rpl Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Rpl Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Rpl in good faith, and to provide Rpl with such information and take such actions as may be reasonably requested by Rpl with respect to any investigation undertaken by Rpl or a representative of Rpl regarding the use or abuse of the Rpl Platform.
14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Rpl by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
15. Term and Termination, Suspension and other Measures
15.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Rpl terminate the Agreement in accordance with this provision.
15.2 You may terminate this Agreement at any time by sending us an email. If you cancel your Rpl Account as a Coach, any confirmed booking(s) will be automatically cancelled and your Students will receive a full refund. If you cancel your Rpl Account as a Student, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
15.3 Without limiting our rights specified below, Rpl may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
15.4 Rpl may immediately, without notice, terminate this Agreement and/or stop providing access to the Rpl Platform if (i) you have materially breached your obligations under these Terms, the payment terms, our policies or standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Rpl believes in good faith that such action is reasonably necessary to protect the personal safety or property of Rpl, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
15.5 In addition, Rpl may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the payment terms, our policies or standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Rpl Account registration, Listing process or thereafter, (iv) you and/or your Listings or Coach Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Rpl otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Rpl believes in good faith that such action is reasonably necessary to protect the personal safety or property of Rpl, its Members, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
- cancel any pending or confirmed bookings;
- limit your access to or use of the Rpl Platform;
- temporarily or permanently revoke any special status associated with your Rpl Account;
- temporarily or in case of severe or repeated offenses permanently suspend your Rpl Account and stop providing access to the Rpl Platform.
In the case of non-material breaches and where appropriate, you will be given notice of any intended measure by Rpl and an opportunity to resolve the issue to Rpl reasonable satisfaction.
15.6 If we take any of the measures described above (i) we may refund your Students in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
15.7 When this Agreement has been terminated, you are not entitled to a restoration of your Rpl Account or any of your Member Content. If your access to or use of the Rpl Platform has been limited or your Rpl Account has been suspended or this Agreement has been terminated by us, you may not register a new Rpl Account or access and use the Rpl Platform through an Rpl Account of another Member.
15.8 Sections 5 and 16 to 22 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the Rpl Platform or Collective Content, you do so voluntarily and at your sole risk. The Rpl Platform and Collective Content is provided “as is”without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Rpl Services, laws, rules, or regulations that may be applicable to your Listings and/or Host Services you are receiving and that you are not relying upon any statement of law or fact made by Rpl relating to a session.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either expressed or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
You agree that some Experiences, Events, other Coach Services, or the Group Payment Service may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Coach Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Coach Services. You assume full responsibility for the choices you make before, during and after your participation in a Coach Service or the Group Payment Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your Coach Service and to the maximum extent permitted by law, you agree to release and hold harmless Rpl from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Coach Service or in any way related to your Coach Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Rpl Platform and Collective Content, your publishing or booking of any Listing via the Rpl Platform, or use of any other Host Service, participation in the Group Payment Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Rpl nor any other party involved in creating, producing, or delivering the Rpl Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Rpl Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Rpl Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Coaching Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Rpl has been informed of the possibility of such damages, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Coaches pursuant to these Terms or an approved payment request under the Rpl Coach Guarantee , in no event will Rpl aggregate liability arising out of or in connection with these Terms and your use of the Rpl Platform including, but not limited to, from your publishing or booking of any Listings via the Rpl Platform, or from the use of or inability to use the Rpl Platform or Collective Content and in connection with any Accommodation, Experiences, Event,other Coaching Service, the Group Payment Service, or interactions with any other Members, exceed the amount you have paid or owe for bookings via the Rpl Platform as a Student in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Coach, the amounts paid by Rpl to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Rpl and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Rpl’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at Rpl’s option), indemnify, and hold Rpl and its affiliates and subsidiaries, including but not limited to, Rpl Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Rpl Platform or any Rpl Services, (iii) your interaction with any Member, participation in an Experience, Event or other Host Service, participation in the Group Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv)Rpl’s Collection and Remittance of (v) your breach of any laws, regulations or third party rights.
19. Dispute Resolution and Arbitration Agreement
19.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against Rpl in the United States (to the extent not in conflict with Section 21).
19.2 Overview of Dispute Resolution Process. Rpl is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with Rpl’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Rpl each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Rpl’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
19.4 Agreement to Arbitrate. You and Rpl mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Rpl Platform, Coach Services, the Group Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Rpl agree that the arbitrator will decide that issue.
19.5 Exceptions to Arbitration Agreement. You and Airbnb each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
19.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Airbnb agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Sullivan County; (c) in any other location to which you and Rpl both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
19.8 Modification of AAA Rules – Attorney’s Fees and Costs. You and Rpl agree that Rpl will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Rpl agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
19.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
19.10 Jury Trial Waiver. You and Rpl acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
19.11 No Class Actions or Representative Proceedings. You and Airbnb acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Rpl both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Rpl agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
19.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Rpl changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Rpl’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Rpl (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Rpl.
19.14 Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Rpl Platform or terminate your Rpl Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Rpl Platform (“Feedback“). You may submit Feedback by emailing us, through the contact section of the Rpl Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
21. Applicable Law and Jurisdiction
21.1 If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in a state or federal court in Kingsport, Tn, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Kingsport, Tn.
22. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Rpl and you pertaining to the subject matter hereof, and supersedes any and all prior oral or written understandings or agreements between Rpl and you in relation to the access to and use of the Rpl Platform.
22.2 No joint venture, partnership, employment, or agency relationship exists between you and Rpl as a result of this Agreement or your use of the Rpl Platform.
22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
22.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.5 Rpl’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 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 otherwise permitted under law.
22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Rpl’s prior written consent. Rpl may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Rpl via email, Rpl Platform notification, or messaging service (including SMS and WeChat). If your booking is in respect of a Listing in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement.
22.8 If you have any questions about these Terms please email us.