Gallup Exchange Service Terms
Last Updated February 9, 2017
Table Of Contents
- How the Site Works
- Your Account with Gallup
- Gallup Certified Coaches
- Rules for User Conduct and Use of the Gallup Exchange
- Background Checks
- Payment and Cancellation of Services
- Warranties and Limitation of Liability
- Copyright Complaints
- Intellectual Property Rights
- Disputes with other Users
- Disputes with Gallup
1. How the Site Works
The Gallup Exchange is a communications platform for enabling the connection between individuals seeking to obtain coaching services ("Clients") and individuals seeing to provide those services ("Coaches"). Those coaching services are hereinafter referred to as "Coaching Services" and may consist of a single coaching session ("Session") or a package of multiple coaching sessions ("Package"). Clients and Coaches are together referred to as Users. For the purpose of these Terms, User includes each person who accesses or uses the Services, including Clients and Coaches, whether or not such User personally installed the Services or created an account on the Gallup Exchange.
Gallup makes a platform or marketplace available with related technology to Users who meet online and arrange for the booking of the Coaching Services. The Gallup Exchange allows Coaches to communicate with Clients and other Coaches, schedule and book Coaching Services, and view information related to their transactions with Clients. Gallup's responsibilities are limited to: 1) facilitating the availability of the site; and 2) serving as the limited agent for each Coach for the purpose of accepting payment from Clients on behalf of the Coach.
2. Your Account with Gallup
You must be at least 18 years old to participate in the Gallup Exchange.
You may not access or use Gallup Exchange if you are a citizen or national of any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Syria, Cuba, North Korea, Libya, and Sudan). Also, you may not access or use Gallup Exchange from any such country. You may not use Gallup Exchange if you do not have legal authorization to work in the jurisdiction in which you seek to provide or receive services. If any applicable law, rule or regulation prohibits your access of Gallup Exchange, you may not access or use Gallup Exchange.
By using Gallup Exchange you represent that you meet and will continue to meet the following eligibility conditions for as long as you use Gallup Exchange. You certify that neither you, or as applicable to Coaches, no one who works on your behalf: A) has been the subject of a complaint, restraining order or any other action involving violence, abuse, neglect, fraud, or larceny, or any offense that involves endangering the safety of others; B) has been convicted of a felony or misdemeanor of any kind.
Collection of Personal Information
Use of Gallup Exchange requires prior registration to access. Be honest with the information you provide to us. Do not use a user name, email address, or screen name that impersonates another person, violates the intellectual property or rights of any other person, or is offensive. When you complete your registration on Gallup Exchange, you agree that such information is true, accurate, and complete and that you will update this information if it changes.
Account Security and Password
You are the sole authorized user of your account and you must keep your user name, password, and account information confidential. If you share the account with other people, then the person whose billing information is on the account will be responsible for all activity. If you are registering as a business entity, you personally guarantee you have the authority to agree to the Terms on behalf of the business. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must let us know immediately. Nothing in this section shall affect Gallup's right to limit or terminate the use of the Services.
Text Messages and Phone Calls
By providing your phone number and using the Services, we may, to the extent permitted by applicable law, use your mobile phone number for calls and, if such phone number is a mobile number, for text (SMS) messages, in order to assist with facilitating the Coaching Services or to provide additional functionality to Gallup Exchange. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages we send you. You may opt-out of receiving text (SMS) messages by replying with the word "STOP" to a text message from us. Opting out of text (SMS) messages may impact your ability to use Gallup Exchange.
Gallup may send you confirmation and other transactional emails regarding the Coaching Services. Gallup may also send you emails about services we think may interest you or notifications about activity related to you ("Promotional Emails"). You cannot unsubscribe from transaction emails. You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or by changing your settings for email and mobile notifications here.
The Gallup Exchange may implement a location feature whereby it will automatically collect your geolocation information if you access the Gallup Exchange from a mobile device and provide your consent. In such event, the Gallup Exchange will use and share such location to enable Users to determine which Users are nearby. Gallup may also use location information to provide information and advertising to Users. IF YOU WANT TO STOP THE AUTOMATIC COLLECTION OF YOUR LOCATION INFORMATION, YOU MAY DO SO BY USING THE PRIVACY SETTINGS IN THE SERVICES AND/OR BY DISCONTINUING USE OF THE SERVICES.
3. Gallup Certified Coaches
You may notice that some Coaches on the site are designated Gallup-Certified Coaches by way of an emblem next to their name on their profile or other coach listing. Coaches with this designation have attended and completed a Gallup Certified Strengths coaching course, where they learned Gallup's philosophy regarding Strengths-based development. If you are interested in learning more about becoming a Gallup-Certified Coach, click here.
4. Rules for User Conduct and Use of the Gallup Exchange
By using the Services, including blogs, message boards, applications, reviews, chat areas, forums, communities, and/or other message facilities that allow Users to communicate with one another ("Community Areas"), you agree you will not:
- Use the Services in any way that is harassing, abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously or otherwise offensive;
- Use the Services to interfere with another member's business, including contacting another member via the Services to warn them away from a particular Coach, posting in public areas to discuss a dispute with another User, or purchasing from a Coach for the sole purpose of leaving a negative review;
- Use the Services for an unlawful purpose or illegal activities;
- Interfere or attempt to interfere with the proper functioning of the Gallup Exchange;
- Upload files that contain viruses, Trojan horses, corrupted files or any similar software that may damage the operation of another's computer;
- Upload files that contain software or other material that violates the intellectual property rights or privacy rights of Gallup or any third party;
- Advertise or offer to sell goods or services for any commercial purpose or solicit employment which is not relevant to the services offered through the Gallup Exchange. You may not solicit, or advertise for, or contact any Users for employment, contracting, or any other purpose not related to the Coaching Services facilitated through the Gallup Exchange without express written permission from Gallup;
- Use the Gallup Exchange to collect usernames and/or email addresses of members by electronic or other means without express prior written consent;
- Conduct or forward surveys, contents, pyramid schemes or chain letters;
- Impersonate another person or allow any other person or entity to use your identification to post or view comments on your account;
- Post the same note repeatedly (referred to as "spamming");
- Imply or state that any statements you make are endorsed by Gallup, other than noting your status as a Gallup-Certified Coach where applicable, without our prior written consent;
- Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Gallup Exchange, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Gallup Exchange in any manner;
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Gallup;
- Upload content that provides materials or access to materials that are obscene, adult, or sexual or that exploit anyone, and in particular minors, in an abusive, violent, or sexual manner;
- Register to use the Gallup Exchange under different usernames or identities after your account has been suspended or terminated;
- Mirror or archive any part of the Gallup Exchange or any content contained on the Gallup Exchange without Gallup's written permission.
5. User-Provided Information
Users are required by these Terms to provide accurate information, and although Gallup may undertake additional checks or processes to help verify or check the identities or backgrounds of Users, Gallup does not make any representations about, confirm, or endorse any User's purported identity or background. While Gallup may endorse a coach as a Gallup-Certified Strengths Coach, such description does not endorse the Coach's identity and whether the Coach is trustworthy, safe or suitable. Any description is intended to be useful information for you to evaluate and make your own decisions about the identity and suitability of other whom you contact or interact with via the Services. We therefore recommend that you always exercise care in any interactions with other Users. BY USING GALLUP EXCHANGE, USERS AGREE TO HOLD GALLUP FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE COACHING SERVICES. GALLUP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING CLIENTS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY COACHING SERVICES.
Termination by You
If you decide to terminate your account with Gallup, you may do so at any time from your account settings. You can find information about that here. Terminating your account may affect the availability of some of the content you may have posted through the Services prior to termination. If you terminate this Agreement while there are outstanding Coaching Services ordered under your password or account, this Agreement shall not terminate until such Coaching Services have been performed or otherwise cancelled as permitted by Gallup.
Termination by Gallup
We can terminate or suspend your account and your access to the Services at any time, for any reason, and without advance notice. If we do so, you do not have a legal or contractual right to continue to use the Services. We may refuse service to anyone, at any time, for any reason.
If your account is terminated by you or by Gallup, you may lose information associated with your account, including your Content.
Discontinuation of the Services
Gallup reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
These Terms will remain in effect even after your access to the Services is terminated, or your use of the Service ends.
Gallup will only use the information you provide on the Services in accordance with our Privacy Statement. For more information, see our full Privacy Statement, the terms of which are incorporated herein.
8. Payment and Service Cancellations
If you are a Coach, you will create your own offerings and listings for your Coaching Services. You will set the pricing and terms for your services within the parameters permitted by the Site, however Gallup reserves the right to cancel any services that do not meet our minimum standards for Coaching Services or minimum rates, as determined in our sole discretion.
When a Coach makes a sale through the Gallup Exchange, Gallup will charge the Coach a transaction fee ("Transaction Fee") on the sale to cover the costs of payment processing and site administration. The Transaction Fee for each sale is determined by the total annual revenue the Coach has booked through Gallup Exchange up to that point and is designed to incentivize coaches who successfully market and sell their Coaching Services on Gallup Exchange. The Transaction Fee for a Coach who has booked up to $7,500 revenue in a calendar year on Gallup Exchange is twenty five percent (25%) ("Tier 2"). All Coaches who use the Service start at Tier 2. However, upon booking $7,501 revenue in a calendar year, the Transaction Fee drops to fifteen percent (15%) ("Tier 1").
Once a Coach achieves Tier 1 status in a given year, the Coach's remaining bookings will have the lower Transaction Fee for the remainder of that calendar year and into the following calendar year (the second year). If Tier 1 status is not maintained during the second year, the Transaction Fee will revert back to Tier 2 status on January 1st of the Coach's third year. For more information, read our Transaction Fee FAQs. Gallup reserves the right to modify the Transaction Fee, but will notify Users of such changes in accordance with the notification requirements contained in these Terms.
The Transaction Fee does not include tax. Payments for completed sessions are disbursed on the 15th of every month. For more information on payment disbursement, please review our Payment FAQs.
Coaches appoint Gallup as their limited agent solely for the purpose of collecting payments made by Clients on behalf of Client. Coaches agree that payment made by a Client to Gallup shall be considered the same as a payment made directly to a Coach and will make the Coaching Services available to Client just as if the Coach received the applicable fees.
Users contractually agree that the first and all future bookings between a Coach and a Client will be booked via the Services. Any action by a Coach or Client to avoid paying a fee is considered fee avoidance and is strictly prohibited by Gallup. Coaches may not, for example, encourage Clients to engage them outside of the Services through another venue. If you do not follow this policy, you may be immediately suspended from the Gallup Exchange.
Policy for Service Cancellation by a Client
Clients shall pay for the Coaching Services upon booking such services on the Services. Clients may cancel Coaching Services and receive a full refund if such cancellation occurs at least 48 hours before a single Session is scheduled or at least 48 hours before the first session in a Package. Should a Client cancel less than 48 hours before the first or only Session, Client shall not be entitled to a refund for the booked Coaching Services.
Policy for Service Cancellation by a Coach
You are given the ability to accept or decline inquires and bookings from Clients. Cancellations by Coaches are taken seriously. When a Coach cancels a scheduled Coaching Service, the Services notify the Client and allow the Client to decide whether to reschedule with that Coach or to request another Coach to perform the Coaching Service. More than two Coach cancellations within a three month period will result in immediate account review and/or possible suspension.
It is the User's obligation to comply with all applicable state, federal, and international laws, including any tax laws and regulations that apply to your activity on the Services.
The Services is not an employment service and Gallup does not serve as an employer to any Coaches. As such, Gallup is not responsible for, nor does it deduct, any tax in connection with a Client's use of a Coach's services. The User is responsible for the determination, collection, and remittance of all applicable taxes such as withholding, unemployment, Social Security, sales, VAT, or other taxes (other than taxes on the Gallup's income or Gallup's Service Fee).
Coach agrees to share with Gallup any pertinent tax information should Gallup be held responsible for or assessed tax on the Services. For more information on taxes for which Coaches may be responsible, review our Tax FAQs.
9. Warranties and Limitation of Liability
People You Interact With.
You understand that Gallup: (A) does not employ the Users and has no control over the acts or omissions of any Users; (B) is not responsible or liable for the performance or conduct of any Users or other third parties on or offline; (C) makes no representations or warranties about your interactions or dealings with other Users; and (D) does not screen Users or automatically conduct any kind of identity checks except as provided in these Terms. You should exercise caution and perform your own screening before connecting with anyone through the Services, meeting anyone, engaging Users, or accepting engagements. You hereby release Gallup from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm, and/or damages arising from and/or in any way related to the Services or your interactions or dealings with other Users, including without limitation any acts and/or omissions of Users online or offline. By using Gallup Exchange, you acknowledge and agree that you are solely responsible for your use of the Services and the connections you make and that ALL USE OF THE SERVICE IS AT YOUR SOLE AND EXCLUSIVE RISK.
Content You Access
You may come across materials that you find offensive or inappropriate while using the Services. We make no representations concerning any content posted by Users. Gallup is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by Users. You release us from all liability related to that Content.
Third Party Services
Gallup strives to make the Services the best they can be, however you understand and agree that no representation or warranty is made with respect to the functionality or availability of the Services, and that all or any portion of the Services may be unavailable to you either temporarily or permanently without notice. Gallup does not warrant that the Services are free from viruses, worms, Trojan horses, or other harmful components. Gallup cannot and does not guarantee that any information, personal or otherwise, supplied by you will not be misappropriated, intercepted, deleted, destroyed, or used by others. Gallup reserves the right in its sole discretion to suspend your access to all or part of the Services or to change the content, design, performance or functionality of the Services. Gallup also reserves the right to monitor, edit, and remove content on the Services without notice. You agree that Gallup will not have any liability due to your inability to access the Services or any portion thereof or any related data or information, and will not have liability in connection with the loss or destruction of any such data or information. To the fullest extent permitted by applicable law, the Services is provided "AS-IS" without any warranty of any kind, either express or implied, and your use of the Services is at your own risk.
To the fullest extent permitted by law, neither Gallup nor any of our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special or punitive damages arising out of or in connection with the Services or these Terms, including but not limited to litigation costs, loss of data, profit or business opportunities. In no event shall Gallup's aggregate liability for any damages exceed the greater of one hundred US dollars ($100) or the amount you paid Gallup in the past 12 months. Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations apply unless prohibited by law.
If Gallup gets sued because of something you did, you agree to defend and indemnify us. That means you'll defend Gallup (including our employees and directors) and hold us harmless from any legal claim or demand (including reasonable attorney's fees) that arise from your actions, your use or misuse of the Services, your breach of the Terms of this Agreement, or your account's infringement of someone else's rights.
We reserve the right to handle our legal defense however we determine is best, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
11. Intellectual Property Rights
The Gallup Exchange, and the information, data, content and materials which it contains ("Gallup Materials") are the property of Gallup and/or its affiliates and subsidiaries, excluding User-generated content, which Gallup has the right to use as described herein. The Gallup Materials are protected are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Gallup, and/or its affiliates and subsidiaries are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Gallup Materials. Any use of the Gallup Materials, other than expressly provided herein, is prohibited without the prior permission of Gallup and/or the relevant right holder. The service marks and trademarks of Gallup, including the Gallup logo are service marks owned by Gallup. Any other trademarks, service marks, logos and/or trade names appearing on the Gallup Exchange are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Gallup Exchange without the express prior written consent of the owner.
12. Copyright Complaints
Gallup respects the intellectual property of others and expects Users to do the same. Gallup will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that materials provided or in connection with the Services infringe upon that person's or entity's copyright or other intellectual property right and sends to Gallup a properly submitted copyright notice as indicated below, we will investigate and, in our discretion, determine if the material is infringing. If such material is infringing, we will remove the content and may terminate the access of the User who posted such content.
All notices of infringement of copyright rights must contain the following:
- Identification of the intellectual property right that is allegedly infringed, including all registration numbers or a statement concerning ownership of the work;
- A statement specifically identifying the location of the infringing material, with enough detail that we can find it on the Gallup Exchange;
- Your complete name, address, telephone number and email address;
- A statement that you have good faith belief that the allegedly infringing material is not authorized by the owner of the rights or its agents or by law;
- A statement that the information contained in the notification is accurate and that under penalty of perjury you are authorized to act on behalf of the owner of the copyright;
- A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
Gallup's contact information for notice of alleged copyright infringement is:
Or Via Mail:
Attn: Copyright Agent
1001 Gallup Dr.
Omaha, NE 68102
13. Disputes with Other Users
If you find yourself in a dispute with another User of Gallup's Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. For more help with disputes, check our User FAQs.
A Client may request a refund ("Refund Request") for the Coaching Services within 48 hours following the first or only Session. The Refund Request will be made directly to the Coach for resolution. The Coach shall work in good faith to resolve the Client's Refund Request. Should Coach fail to address the Refund Request with Client within 48 hours of the first or only Session, Client may submit such Refund Request to Gallup. Gallup shall limit its consideration of Refund Requests to objective matters regarding the Coaching Services, such as whether the services took place as scheduled. Any refunds will be made within 7 business days after Gallup approves a Refund Request. Gallup has no obligation to resolve any disputes. All Users release Gallup from any claims, demands and damages arising out of disputes with other Users or parties.
14. Disputes with Gallup
15. Class Action Waiver
You understand that by agreeing to the Terms, you and Gallup are each waiving their right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable relief to prevent violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, pending a final decision by the arbitrator.
Nothing in these Terms shall be construed as making you and Gallup a partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other party. Neither your or Gallup will have or hold yourself out to another party as having any authority to make statements, representations, or commitments of any kind, or to take any action that would bind the other party, except as provided under these Terms. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other term or provision of these Terms. In the event that a provision is determined to be invalid or unenforceable, the parties agree to replace such provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. The Terms may not be assigned or transferred by you without our approval. We may assign this Agreement without your consent to a parent or subsidiary, an acquirer of assets, or to any other successor or acquirer. The Terms will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of you and Gallup.