These Terms of Service (“Terms”) govern access to and use of the coaching, assessment, and workplace-integration services (the “Services”) provided by Real-Time Teamwork, Inc., a Delaware corporation doing business as Real-Time Coaching™ (“Company”, “we”, or “us”), located at 246 South Hanover Ave, Lexington, KY, 40502. The customer identified in the applicable Order (“Customer”, “you”) accepts these Terms by approving an Order — whether by signature, email confirmation, payment of an invoice, or other affirmative acceptance — or by accessing or using the Services. An “Order” means the invoice, quote, statement of work, or other ordering document or information (however titled) that Company provides or confirms, specifying the Services, fees, and term purchased. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization. Together with any Order(s) and referenced documents, these Terms make up the “Agreement.”
1. The Services
Company will make the Services available to Customer as described on the website (www.rtcoaching.com), or in the applicable Order and any related product documentation (“Documentation”). The Services combine proprietary behavioral and personality assessments, workplace-integration tools, and built-in AI tools, to digitally deliver real-time, personalized, contextualized coaching and collaboration guidance. Company may update, modify, or discontinue features of the Services from time to time; Company will use reasonable efforts to avoid materially reducing core functionality Customer has purchased without reasonable notice.
The Services, including assessments, coaching output, and AI-generated output, are provided for informational and professional development purposes only. Assessment results are based in part on self-reported information and behavioral or personality models and are not guaranteed to be complete or accurate for every individual or purpose. The Services are decision-support and development tools and are not clinical, diagnostic, or therapeutic tools or substitutes for professional medical, psychological, legal, or human-resources advice. Company makes no representation or warranty that any assessment result, coaching output, or AI-generated output, is appropriate for any specific employment, clinical, legal, or other decision. Customer and its users remain responsible for decisions made in reliance on the Services. Individuals experiencing a mental health concern or emotional distress should seek assistance from an appropriately qualified professional.
2. Free Trials and Beta Features
Company may offer free trial access or beta/preview features (“Preview Features”) at its discretion. Free trials and Preview Features are provided “as is,” without warranty, and may be modified, limited, or discontinued at any time. Data entered during a free trial or into a Preview Feature may not be preserved if the trial or feature ends. Sections 9 (Warranties and Disclaimers) and 10 (Limitation of Liability) apply in full to free trials and Preview Features.
3. Accounts and Access
- Customer is responsible for all activity under its account and for maintaining the confidentiality of login credentials.
- Customer will promptly notify Company of any suspected unauthorized access or use.
- Accounts may not be shared across unrelated individuals or organizations without Company’s written consent.
- Company is not liable for losses caused by Customer’s failure to safeguard its credentials.
4. Acceptable Use
Customer will not, and will not permit any user to, use the Services to:
- Upload or transmit content that is unlawful, defamatory, harassing, discriminatory, or infringes another party’s rights;
- Impersonate any person or misrepresent an affiliation with any person or organization;
- Attempt to gain unauthorized access to the Services, other accounts, or Company’s systems;
- Use assessment results or coaching output as the sole basis for hiring, termination, promotion, compensation, disciplinary, or other material employment decisions;
- Reverse engineer, decompile, or attempt to extract source code from the Services;
- Use the Services, Documentation, or any non-public information obtained through the Services to develop, market, or support a product or service that competes with the Services, or resell, sublicense, or provide the Services to third parties outside Customer’s own organization without Company’s written consent;
- Use assessment results or other Services output as a factor in credit, insurance, licensing, or similar eligibility decisions, or in any manner that would cause such output to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; or
- Introduce malware or other code intended to disrupt or gain unauthorized access to the Services.
Company may suspend access for a reasonably suspected violation of this Section after notice to Customer’s designated administrator (or immediately, without notice, where necessary to prevent harm to the Services or other users).
5. Customer Data and Assessment Data
In connection with the Services, Company collects information Customer or its users provide, which may include: names, email addresses, phone numbers, organization name and type (business, non-profit, or individual), employee count, and assessment results — whether generated through Company’s proprietary assessments or entered by a user from a prior assessment taken elsewhere (collectively, “Customer Data”). Customer Data may be shared within a user’s associated organization or team as configured through the Services, consistent with the Documentation.
As between the parties, Customer owns Customer Data. Customer represents that it has the necessary rights and consents to submit Customer Data to the Services and to permit its processing as described in the Agreement and Company’s Privacy Policy. Company will use Customer Data only to provide and support the Services, to communicate with Customer, and to maintain, secure, and improve the Services. Company may use de-identified or aggregated data, from which no individual or organization is reasonably identifiable, for analytics, benchmarking, and product improvement, including after termination.
Company will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Company’s handling of personal information is further described in its Privacy Policy, which is incorporated by reference.
6. Fees, Invoicing, and Refunds
Services are provided under invoiced Orders; fees, billing frequency, and payment terms will be as stated in the applicable Order. Invoices are due within the period stated on the invoice (or, if none is stated, within thirty (30) days of the invoice date), payable by bank transfer, check, or credit card, as agreed between the parties. If Customer pays by credit card, Customer authorizes Company (or its payment processor) to charge the card on file for all fees due under the Order, including renewals, and Customer will keep its card and billing information current. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and Company may suspend Services for overdue accounts.
Refunds. If Customer terminates a paid subscription before the end of its then-current term, Company may refund the pro-rated, unused portion of any fees already paid for that remaining term, unless termination is due to Customer’s uncured breach. Fees for Services already delivered, and any one-time setup, configuration, or professional-services fees, are non-refundable.
Fees do not include applicable taxes. Customer is responsible for all sales, use, or similar taxes associated with its purchase.
7. Term and Termination
The Agreement begins on the date Customer first accesses the Services or the start date in the applicable Order, and continues for the term(s) stated in the Order(s), unless earlier terminated as described below.
- Either party may terminate the Agreement for the other party’s uncured material breach upon thirty (30) days’ written notice, if the breach remains uncured at the end of that period.
- Company may suspend or terminate access immediately for a violation of Section 4 (Acceptable Use) or non-payment, subject to the notice periods described in Sections 4 and 6.
- Either party may terminate immediately upon the other party’s insolvency, dissolution, or cessation of business operations.
Upon termination, Customer’s right to access the Services ends, and any unpaid, undisputed fees for Services already provided become due. Company will make Customer Data available for export for thirty (30) days following termination upon request, after which Company may delete Customer Data (or securely archive) in accordance with its data retention practices, except as required by law or as needed to resolve a good-faith dispute.
8. Confidentiality
Each party may receive non-public business, technical, or financial information of the other party (“Confidential Information”), which includes Customer Data, non-public features and functionality of the Services, and the pricing and terms of any Order. The receiving party will use Confidential Information only to perform its obligations under the Agreement, protect it using at least the same care it uses for its own confidential information (and no less than reasonable care), and disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that is or becomes public without the receiving party’s fault, was already known to the receiving party, was rightfully received from a third party, or was independently developed. A party may disclose Confidential Information if legally compelled, provided it gives the other party reasonable advance notice (where legally permitted) to seek protective treatment.
9. Intellectual Property
Company retains all rights, title, and interest in and to the Services, the underlying software, assessments, and Documentation, including all related intellectual property rights. Subject to Customer’s compliance with the Agreement and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term for Customer’s internal business purposes. No rights are granted other than those expressly stated here.
If Customer provides feedback or suggestions about the Services, Company may use that feedback without restriction or obligation to Customer.
10. Warranties and Disclaimers
Company warrants that the Services will perform materially in accordance with the Documentation during the term. Customer’s exclusive remedy for breach of this warranty is Company’s commercially reasonable effort to correct the non-conformity.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT COACHING GUIDANCE OR ASSESSMENT OUTPUT WILL MEET CUSTOMER’S PARTICULAR OBJECTIVES. CUSTOMER IS SOLELY RESPONSIBLE FOR DECISIONS MADE IN RELIANCE ON THE SERVICES.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE EXTENT PROHIBITED BY LAW.
12. Indemnification
Customer will defend and indemnify Company against third-party claims and resulting damages, costs, and reasonable attorneys’ fees arising from: (a) Customer Data; (b) Customer’s use of the Services in violation of the Agreement or applicable law; or (c) Customer’s violation of Section 4 (Acceptable Use), provided Company promptly notifies Customer of the claim, gives Customer control of its defense and settlement (subject to Company’s approval of any settlement that imposes liability on Company), and provides reasonable cooperation at Customer’s expense.
13. Export Compliance
The Services may be subject to U.S. export control and economic sanctions laws. Each party represents it is not named on any U.S. government denied-party or sanctions list, and Customer will not use or make the Services available in violation of such laws.
14. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver
This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws principles.
The parties will first attempt in good faith to resolve any dispute arising out of or relating to the Agreement (a “Dispute”) through direct discussion between designated representatives. If a Dispute is not resolved within thirty (30) days, it will be finally resolved by binding arbitration administered under the rules of the American Arbitration Association, seated in Fayette, Kentucky, before a single arbitrator, except that either party may bring an individual action in small claims court, and either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. IF THIS CLASS-ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR DISPUTE, THAT DISPUTE WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS LOCATED IN FAYETTE, KENTUCKY, AND THE PARTIES CONSENT TO EXCLUSIVE JURISDICTION AND VENUE THERE.
15. General Provisions
Assignment. Neither party may assign the Agreement without the other’s written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.
Notices. Notices to Company must be sent to contact@rtcoaching.com. Notices to Customer will be sent to the contact designated in the applicable Order or account administrator on file.
Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
Publicity. Company may identify Customer by name and logo as a customer in marketing materials, unless Customer opts out in writing.
Independent Contractors. The parties are independent contractors; the Agreement does not create a partnership, joint venture, or agency relationship.
No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
Amendments. Company may update these Terms from time to time. Company will provide reasonable notice of any material changes. Non-material changes may be made without notice. Updated Terms will become effective as stated in the notice or, for non-material changes, when posted. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms.
Severability; Waiver. If any provision of the Agreement is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of that provision.
Entire Agreement. The Agreement, together with all Orders, is the entire agreement between the parties regarding the Services and supersedes all prior discussions or agreements on that subject.