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TERMS AND CONDITIONS

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1. BINDING EFFECT.

This document is a binding legal agreement between you and Coached or Poached, Inc. (“CorP”, “us”, “our”, “we”) regarding your use of the website located at https://www.coachedorpoached.com (the “Site”). Please read it carefully. You agree to be legally bound by and comply with these Terms of Use (“Terms”) when accessing the site or opening an account. For the purpose of this agreement coaches and non-coach visitors to the Site shall be jointly referred to as “users”, “you”, “your”, and similar designations.

ARBITRATION NOTICE AND CLASS ACTION WAIVER
IN AGREEING TO THESE TERMS, YOU AGREE THAT DISPUTES WITH US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. YOU FURTHER WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE VISIT THE ARBITRATION SECTION STARTING AT CLAUSE 26 TO LEARN MORE.

2. PRIVACY POLICY.

We believe in transparency when it comes to our privacy practices. A complete statement of our current privacy policy can be found here or by clicking the Privacy Policy link at the bottom of any page of the Site. Our privacy policy is expressly incorporated into this Agreement by this reference.

3. AGE.

The Site is intended only for users aged 18 or older. Individuals under the age of 18 are strictly prohibited from using the Site and the accounts for any such person shall be terminated upon discovery.

4. PERMISSION TO USE.

We grant you permission to use the Site subject to these Terms and our User Guidelines incorporated herein. IIn using the Site, you understand and accept that you may be exposed to content that is in opposition to your views, inaccurate, offensive, or otherwise objectionable.

5. COACHES.

Users who are coaches may open an account and claim your profile on the Site. If you cannot find your profile, please contact us and we will determine whether you qualify to be listed on the Site. As a coach user, CorP may also invite you to be a featured coach of the month, but shall not be obligated to so act. Coaching profiles may not be deleted from the site without our express permission. We reserve the right to edit, refuse to publish, or delete any comments or content of any sort uploaded by a coach to their profile in our sole discretion.

a. Coach Use Of Review Prohibited. Coaches may not copy, republish, reproduce, create derivative works from, distribute, or transmitted user reviews on the Site, in whole or in part.

6. DISCONTINUE AND TERMINATION.

We reserve the right to suspend or discontinue this Site at any time for any reason without providing you notice. We further reserve the right to close your account or ban you as a user of the Site at any time for any or no reason whatsoever. If you wish to terminate your account, please contact us using the Contact function on the Site. Regardless of the reason for termination or the party initiating the action, your content including reviews and comments, shall remain on the Site and available for viewing by other persons.

7. RIGHT OF REJECTION.

We reserve the right to refuse to show, edit, or delete any and all content submitted to the Site by any user in our sole discretion without being required to provide notice of such action or the reason for such action. For the purpose of this clause, content shall refer to any information, reviews, content, photos, videos, audios, graphics or other materials uploaded to the Site by a user.

8. RELIANCE ON USER STATEMENTS.

Reviews, comments, and user-generated content represent the views of the person posting the content and are in no way endorsed or supported by CorP in any manner. By agreeing to these Terms, you agree CorP is not responsible for any injury, loss or damage you incur by relying on communications by other users.

9. NON-COMMERCIAL USE BY USERS.

You expressly agree to use the Site for non-commercial purposes unless first obtaining permission from us. The collection of user data or attempts to contact other users with commercial offers is strictly forbidden and constitutes grounds for termination of your account. If you wish to advertise on the Site or pursue a commercial communication with users, you must first contact us to obtain permission. “Commercial use” refers to any action directly or indirectly leading to a for-profit transaction.

10. USER ANONYMITY AND LIABILITY.

In uploading reviews and other content to the Site, you are solely responsible for the subject matter, claims and opinions expressed in the uploaded information. Under no circumstances should you assume reviews or content you upload are done in an anonymous manner. Parties can seek legal redress to force CorP to produce any and all personal information we have for you. Liability claims may then be brought against you for reviews and content that allegedly defame another party, violate the intellectual property rights of third-parties, or give rise to other legal claims.

11. DISPUTES BETWEEN USERS.

We may, but are not obligated to, monitor and investigate disputes between users and take any action we deem appropriate in our sole discretion as allowed in these Terms. Every user is solely responsible for the content they post on the Site. You acknowledge and express agree that any dispute between you and another user is strictly between the two of you. You hereby waive any right to pursue CorP as a defendant in any legal proceedings and agree to indemnify CorP against any such claims as detailed in these Terms.

12. USER CONTENT.

You grant CorP a non-exclusive, non-terminable, transferable, sub-licensable, royalty-free, worldwide license to use the materials you post to the Site including, but not limited to, photographs, images, biography statements, text, audio recordings, and videos. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site, you are further granting CorP, its affiliates, officers, directors, employees, consultants, agents, and representatives a non-exclusive, non-terminable, transferable, sub-licensable, royalty-free, worldwide license to use User Content in connection with the operation of the Internet businesses of CorP, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that CorP may publish or otherwise disclose your display name in connection with your User Content. By posting User Content on the Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

13. USER SUGGESTIONS.

We welcome suggestions from users regarding improving the Site and our business practices. If you decide to make such a submission, however, you agree such submissions are not confidential communications, and you grant us an irrevocable, non-exclusive, royalty-free, perpetual worldwide license to use, modify, create derivative works, sublicense, distribute, and publish the information or content in the suggestion.

14. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS.

When accessing the Site, you agree to obey the law and respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or User Content in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by any User Content you provide or transmit, or that is provided or transmitted using your account. The burden of proving that any User Content does not violate any laws or third-party rights rests solely with you. All copyright matters are processed pursuant to our DMCA Policy, which you may read here.

15. INAPPROPRIATE CONTENT.

You agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services; or (d) provides medical advice to other users. We reserve the right to terminate your receipt, transmission, or other distribution of any such material using the Site, and, if applicable, to delete any such material from our servers. CorP intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.

16. CONFIDENTIALITY AND PASSWORDS.

When you open an account to use or access the Site, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a display name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account of someone else at any time. You agree to notify CorP immediately on any unauthorized use of your account or password. CorP shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by CorP, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

17. ALLEGED VIOLATIONS.

CorP reserves the right to terminate your use of the Site for any reason and in our sole discretion. You agree CORP or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Site. CorP does not intend to disclose the existence or occurrence of such an investigation unless required by law, but CorP reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if we believe that you have violated any of the Terms, furnished us with false or misleading information, or interfered with the use of the Site by others.

18. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY. THE FOLLOWING LANGUAGE IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE SIGNIFICANTLY, BUT WITHIN LEGAL LIMITS. IF YOU OBJECT TO THE FOLLOWING LIMITATIONS, YOU SHOULD NOT USE THE SITE. IF THE FOLLOWING LANGUAGE IS UNCLEAR OR CONFUSING TO YOU, CONSULT A LEGAL PROFESSIONAL PRIOR TO ACCESSING THE CONTENT ON SITE. BY OPENING AN ACCOUNT OR USING THE SITE, YOU DECLARE YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS AND THAT YOU UNDERSTAND AND AGREE YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS IN DOING SO.

A. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS, WITH THE EXPRESS UNDERSTANDING THAT WE MAY NOT MONITOR OR EDIT USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE COACHING LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY) AVAILABLE ON THE SITE.

B. WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD-PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.

C. CorP EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU SHALL CREATE A REPRESENTATION OR WARRANTY.

D. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO US IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $250. WE DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

E. THE LIMITATIONS AND RESTRICTIONS DETAILED HEREIN MAY BE LIMITED BY LAW IN YOUR SPECIFIC JURISDICTION. YOU SHOULD CHECK WITH LEGAL COUNSEL TO DETERMINE WHAT, IF ANY, LIMITATIONS APPLY IN YOUR SITUATION.

19. AFFILIATED SITES.

CorP works with a number of third-parties, and links or advertisements may appear for these entities within the Site. Because we have no control over the content and policies of these third-party sites, CorP makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those websites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third-parties. You acknowledge and agree that CorP makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third-party content.

20. PROHIBITED USES.

CorP imposes certain restrictions on your permissible use of the Site. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing;” (d) using the Site to send unsolicited e-mail or instant messages, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Site; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by CorP in providing the Site. Any violation of system or network security may subject you to civil and/or criminal liability.

21. PROHIBITED ACTIONS.

Certain actions shall be considered an automatic breach of these Terms and result in the termination of your account and, potentially, the pursuit of legal action against you by CorP or legal authorities. Whether an action constitutes a prohibited action shall be determined by us in our sole discretion. Prohibited actions shall include, but not be limited to, the following actions:

(a) Writing a fake or defamatory review.
(b) Compensating a party to write, edit, update, or remove a review.
(c) Trading reviews with another party.
(d) Uploading the confidential information of a third-party.
(e) Violating the trademark, copyright, patent, trade secret, right of publicity, moral right, or other legal right of a third-party.
(f) Harassing, bullying, threatening, stalking or discriminating against others on the Site.
(g) Spamming or spimming others on the Site.
(h) Promoting criminal activities, tortuous activities, obscene material, or violent conduct.
(i) Posting pornography of any type.
(j) Uploading viruses, malware, or any invasive software to the Site.
(k) Advertising services or products without our consent.
(l) Promoting contests or sweepstakes without our consent.
(m) Violating these Terms
(n) Scraping or otherwise replicating content from this Site.
(o) Mining information from users.
(p) Framing any part of the Site without our express consent.
(q) Using any software or device to interfere with the operation of the Site.
(r) Using the Site to violate any third-party online platforms.
(s) Circumventing, attacking, disabling, removing or damaging any security features of the Site.

We reserve the right to investigate any such prohibited actions and report them to law enforcement in our sole discretion.

22. LINKING POLICY.

Users may find links on the Site published by us or other users. We do not review the sites the links lead to nor do we endorse said sites or any products or services promoted on those sites in any manner. You agree CorP will not be held directly or indirectly liable for any damage you suffer when visiting said sites and we shall not be considered a partner, agent or other legal affiliation of any such site.

23. INDEMNITY.

You agree to indemnify CorP for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless CorP, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. CorP will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

24. COPYRIGHT.

Copyright © 2016 – Coached or Poached, Inc. All rights reserved. No part of this Site may be reproduced, copied, used to create derivative works from, distributed, or transmitted in any form or by any means without our prior written consent. For consent requests, contact us using the Contact function on the Site.

25. EMAIL COMMUNICATION.

When you contact us or open an account with us on the Site, you consent to receive communications from us electronically. You agree that any such communication via email shall constitute legal written communication in compliance with any and all legal notice requirements.

ARBITRATION CLAUSE AND CLASS ACTION WAIVER
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

26. ARBITRATION. YOU AGREE THAT ANY AND ALL LEGAL DISPUTES BETWEEN YOU AND US, INCLUDING BUT NOT LIMITED TO, DISPUTES RELATED TO THESE TERMS, YOUR USE OF COACHEDORPOACHED.COM, INTELLECTUAL PROPERTY DISPUTES, RIGHT OF PRIVACY AND PUBLICITY DISPUTES, OR ANY OTHER TORTIOUS MATTER, WILL BE RESOLVED THROUGH BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE CONSUMER RULES OF THE AMERICAN ARBITRATION ASSOCIATION. BOTH YOU AND WE EXPRESSLY WAIVE THE RIGHT TO HAVE LEGAL DISPUTES ADJUDICATED IN A TRIAL BY JURY.

(i) Notwithstanding this arbitration provision, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction.
(ii) You may bring claims only on your own behalf. Neither party may participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within ninety (90) days of filing the case, then either you or we may elect to have the arbitration administered instead by the JAMS arbitration service. If JAMS is unavailable, the parties may voluntarily agree to a third arbitration service. If a voluntary agreement cannot be reached, the parties may request a court designate an arbitrator for the matter. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(iii) These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. The parties hereby agree the arbitration proceeding in this matter shall take place in Orange County, California unless the dispute involves a small claims matter which may be pursued in either Orange County, California or the jurisdiction where the user resides so long as that individual resides in a state of the United States. Should the user not meet this requirement, the arbitration shall proceed in Orange County, California.

27. GOVERNING LAW.

These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Orange County, California in all disputes arising out of or related to the use of the Terms should the arbitration provision in these Terms be invalidated for any reason.

28. AMENDMENT.

CorP reserves the right to amend these Terms. Should CorP seek to such an amendment, we shall:

(a) Provide you notice by email of the amendment thirty (30) days prior to the change going into force.
(b) Publish notice of the change on the login page to your account.

You may choose to accept or not accept the amendment. To express your acceptance, you may simply continue to use the Site. Should you decide not to accept the amendments, your use of the Site shall be prohibited as a general user. Coaches or coaching businesses should contact us to discuss any concerns regarding updates.

Should a court of competent jurisdiction rule this Amendment provision invalid, then this clause shall be terminated and the original Terms shall apply in full force and effect. All amendments to the Terms shall be forward looking.

29. SEVERABILITY; WAIVER.

If, for whatever reason, a court of competent jurisdiction rules any clause or condition in these Terms unenforceable, all other clauses and conditions in these Terms shall remain in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

30. NO LICENSE.

Nothing contained on the Terms should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by CorP or by any third-party.

31. QUESTIONS.

If you have any questions regarding these Terms, please contact us using the Contact function on the Site.