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Coachforce Terms of Service


Welcome to coachforce. Coachforce is a goal tracking software and an online coaching marketplace that connect users providing coaching services and advice (the “Coach”) through live broadcast video with users seeking coaching services (the “Seekers”) (collectively, the “Services”). Services are accessible at www.coachforce.com(collectively, the “Site”) and as an application for mobile devices (the “Application”).

By using the Site and Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (as defined below) and constitute a binding legal agreement between you and Coachforce.

In these Terms, “you” and “your” refer to the individual or entity that uses the Site, Application or Services. “We”, “us”, or “our” refer to Coachforce. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.

Please read carefully these Terms and our Privacy Policy, which may be found at www.coachforce.com/Privacy-Policy, and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Application. Failure to use the Site and Application in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH COACHES MAY CREATE SOLUTION PLANS (AS DEFINED BELOW) IN ORDER TO OFFER COACHING SERVICES AND ADVICE TO SEEKERS. YOU UNDERSTAND AND AGREE THAT COACHFORCE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS (AS DEFINED BELOW). COACHFORCE HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OR OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Key Terms

“Appointment” means a scheduled coaching session coordinated via the Services between Members in connection with and subject to the terms of a Solution Plan.

“Coachforce Content” means all Content that Coachforce makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.

“Collective Content” means Member Content and Coachforce Content.

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

“Coach” means a Member who offers coaching services and advice to other Members and creates a Solution Plan via the Site, Application or Services.

“Solution Plan” means an offer by a Coach to provide the Services via the Site, Application, and Services.

“Member” means a person who completes Coachforce’s account registration process as described under “User Account Registration” below, and includes, without limitation, Coaches and Seekers.

“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services and includes, without limitation, Solution Plans. “Seeker” means a Member who uses the Site, Application or Services to access information and advice from other Members.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification

Coachforce reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fee (as defined below), at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application. We will also update the “Last Updated Date” at the top of these Terms. Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing Member thirty (30) days after notice to the Member is provided via email from support@coachforce.com to your email address on file with Coachforce. You agree to keep your email address on file with Coachforce up-to-date. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only reSolution Plan is to cease using the Site, Application and Services.

Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that (i) you agree to be bound by these Terms and (ii) that you are 18 or older and able to form legally binding contracts.

How the Site, Application and Services Work

The Site is a platform for Members track goals, connect and schedule Appointments in order to exchange information with other Members. You may view Solution Plans as an unregistered visitor to the Site, Application and Services; however, if you wish to use the Services or post a Solution Plan, you must first register to create a Coachforce Account (as defined below).

Coachforce’s role is solely to facilitate the availability of the Site, Application and Services and to provide services related thereto, such as Appointment scheduling, coaching session queuing, coaching session cycling, payment integration and live video facilitation. Coachforce does not provide and is not responsible for Member Content or any information or advice exchanged between Members during Appointments or otherwise. You understand and acknowledge that Coaches are not employees or agents of Coachforce but are independent service providers using the Site, Application and Services to market their Coachise to other Members and the public. You acknowledge that Coachforce will not be liable for any loss or damage caused by your reliance on information provided by Members or information contained in Member Content.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MEMBER INTERACTION. COACHFORCE CANNOT AND DOES NOT CONTROL OR GUARANTEE THE CONTENT CONTAINED IN ANY SOLUTION PLAN OR THE INFORMATION EXCHANGED BETWEEN MEMBERS VIA THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT COACHFORCE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL SOLUTIONS PLANS AND INFORMATION PROVIDED UNDER THE SERVICES. ACCORDINGLY, ALL MEMBERS USE THE SITE, APPLICATION AND SERVICES AT THEIR OWN RISK.

User Account Registration

Direct Registration: To access certain features of the Site and Application and to create a Solution Plan, you must register to create an account (“Coachforce Account”) and become a Member. You may register directly via the Site or Application or as described in this section.

Third Party Registration: You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook, Twitter and LinkedIn); each such account, a “Third Party Account”, via our Site or Application, as described below.

As part of the functionality of the Site, Application and Services, you may link your Coachforce Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Coachforce through the Site, Services or Application; or (ii) allowing Coachforce to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Coachforce and/or grant Coachforce access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Coachforce to pay any fees or making Coachforce subject to any usage limitations imposed by such third party service providers.

By granting Coachforce access to any Third Party Accounts, you understand that Coachforce will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your Coachforce Account and Coachforce Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts will be available on and through your Coachforce Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable, or Coachforce’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Coachforce Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Coachforce makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Coachforce is not responsible for any SNS Content.

We will create your Coachforce Account and your Coachforce Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Coachforce Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Coachforce reserves the right to suspend or terminate your Coachforce Account and your access to the Site, Application and Services if you create more than one (1) Coachforce Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Coachforce Account, whether or not you have authorized such activities or actions. You will immediately notify Coachforce of any unauthorized use of your Coachforce Account.

Solution Plans

You (as a Coach) may create Solution Plans to offer your services to other Members. To this end, you may need to provide information regarding the Coachise you offer as well as pricing and other financial terms applicable to your offering. Solution Plans will be made publicly available via the Site, Application and Services.

Seekers will be able to schedule an Appointment with you via the Site, Application and Services based upon the information provided in your Solution Plan. You understand and agree that once a Seeker requests an Appointment, the price quoted under your Solution Plan may not be altered.

You acknowledge and agree that you are solely responsible for any and all Solution Plans you post. Accordingly, you represent and warrant that any Solution Plan you post and the agreements you enter into with Seekers (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you and (b) not conflict with the rights of third parties. Please note that Coachforce assumes no responsibility for the content of Solution Plans or for any Member’s compliance with any applicable laws, rules and regulations.

You understand and agree that Coachforce is not involved in the interactions between Members and does not refer or endorse or recommend particular Coaches to Seekers. You also understand and acknowledge that Coachforce does not edit, modify, filter, screen, monitor, endorse or guarantee Member Content or the content of communications between Members. As stated above, Coachforce is not party to any agreements entered into between Members.

Coachforce reserves the right, at any time and without prior notice, to remove or disable access to any Solution Plan for any reason, including Solution Plans that Coachforce, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services. You acknowledge and agree that, as a Coach, you are responsible for your own acts and omissions.

No Endorsement

As stated above, Coach does not endorse any of its Members. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity or credentials. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Coachforce with respect to such actions or omissions.

Coach Terms & Conditions:


Key Definitions

"Base Price" means the Solution Plan price set by the Coach.

"Base Currency" means the currency of the Base Price.

"Base Exchange Rate" means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

"Sale Price" means the actual sale price for the Solution Plan. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.

"Sale Currency" means the currency of the sale. This is determined by the country of origin of the User purchasing the Solution Plan.

"Cost Adjustment Factor" means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.

"Net Amount" means the amount actually received from Seekers for Your Solution Plan, less any refunds paid, applicable sales or other taxes (VAT in EU), and any amounts paid in connection with Marketing Programs that You participate in.

Pricing

As an Instructor, You will be solely responsible for determining the Base Price You charge Seekers for Your Solution Plans. The Company will handle billing and other fee interaction with Users. When the Sale Currency is different than the Base Currency, Coachforce will determine the Sale Price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor. If You choose to participate in any of the Company's Marketing Programs, the fee You receive from the Company will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Solution Plan. Otherwise You will receive the following:

  • Generally, the Company will pay You seventy percent (70%) of the Net Amount received for Your Solution Plan. The Net Amount equals the amount actually received from Seekers for Your Solution Plan, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in. The Net Amount will typically be based on the Base Price, but Company reserves the right to increase or decrease the Base Price in connection with the Company's marketing and promotional efforts (including through Marketing Programs).
  • Generally, the Company will pay You seventy percent (70%) of the Net Amount received for Your Solution Plan. The Net Amount equals the amount actually received from Seekers for Your Solution Plan, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in. The Net Amount will typically be based on the Base Price, but Company reserves the right to increase or decrease the Base Price in connection with the Company's marketing and promotional efforts (including through Marketing Programs).

Appointments and Financial Terms

Appointments and Financial Terms for Coaches: If you (as a Coach) have received an Appointment request from a Member, you will be required to either confirm or reject the request within 24 hours of when the request is made (as determined by Coachforce in its sole discretion) or the request will be automatically cancelled. When an Appointment is requested with you via the Site, Application and Services, we will share with you (i) the first and last name of the Seeker who has requested the Appointment, and (ii) a link to the Seeker’s Coachforce Account profile page, so that you can view this information before confirming or rejecting the Appointment. When you confirm an Appointment request, Coachforce will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.

The amount due and payable by a Seeker relating to Appointment time with you is referred to as an “Appointment Fee”. Appointment Fees are quoted in each Solution Plan, in U.S. dollars and in a price per total number of coaching sessions format (the “Appointment Fee Rate”). Please note that it is Coaches, and not Coachforce, which set all Appointment Fee Rates.

Appointments and Financial Terms for Seekers

You (as a Seeker), not Coachforce, are solely responsible for honoring any confirmed Appointments. If you choose to enter into a transaction with a Coach by scheduling an Appointment via the Site or Application, these Terms and other terms, conditions, rules and restrictions associated with such Appointment as set out in the Solution Plan may apply. You acknowledge and agree that you, and not Coachforce, will be responsible for performing the obligations of any such agreements, and Coachforce is not a party to such agreements and disclaims all liability arising from or related to any such agreements.

You agree to pay Coachforce all Appointment Fees due in connection with any Appointment. In order to initiate an Appointment, you understand and agree that Coachforce reserves the right, in its sole discretion, to obtain a pre-authorization of your credit card or charge your credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify your credit card. At the end of each Appointment, Coachforce will process and collect the Appointment Fees payable in accordance with these Terms and the terms of the Solution Plan. Please note that Coachforce cannot control any fees that may be charged to a Member by his or her bank related to Coachforce’s collection of the Appointment Fees, and Coachforce disclaims all liability in this regard.

In connection with your payment, you will be asked to provide customary billing information such as name, billing address and credit card information either to Coachforce or its third party payment processor. You agree to pay Coachforce for any consummated Appointments in accordance with these Terms, by one of the methods described on the Site or Application – e.g. by www.stripe.com. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Appointment, either directly by Coachforce or indirectly, via a third party online payment processor or by one of the payment methods described on the Site or Application. If you are directed to Coachforce’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your transaction is complete you will receive a confirmation email summarizing your confirmed Appointment.

General Financial Terms

Refunds

You (as a Seeker) may cancel an Appointment without penalty; provided, however, that you have not already initiated the coaching session with the Coach via the Services. You (as an Coach) may cancel a scheduled Appointment without penalty at any time. If you have been improperly charged for an Appointment that was cancelled and require a refund, please contact Coachforce at support@coachforce.com

Taxes

You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Coachforce cannot and does not offer Tax-related advice to any Members of the Site, Application and Services.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you may not and you agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
  • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;
  • use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • use our Site, Application or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
  • "stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Coachforce Member;
  • register for more than one Coachforce Account or register for a Coachforce Account on behalf of an individual other than yourself;
  • contact a Coach for any purpose other than asking for coaching services on coachforce,
  • contact a Seeker for any purpose other than asking a question related to the Services;
  • recruit or otherwise solicit any other Member to join third party services or websites that are competitive to Coachforce, without Coachforce’s prior written approval;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use automated scripts to collect information or otherwise interact with the Site, Application or Services;
  • use the Site, Application and Services to find a Coach and then complete a transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any fees related to Coachforce’s provision of the Services;
  • as a Coach, submit any Solution Plan with a false or misleading information, or submit any Solution Plan with a price that you do not intend to honor;
  • post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use, display, mirror or frame the Site or Application, or any individual element within the Site, Services, or Application, Coachforce’s name, any Coachforce trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Coachforce’s express written consent;
  • access, tamper with, or use non-public areas of the Site or Application, Coachforce’s computer systems, or the technical delivery systems of Coachforce’s providers;
  • attempt to probe, scan, or test the vulnerability of any Coachforce system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Coachforce or any of Coachforce’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

Coachforce will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Coachforce may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Coachforce has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Coachforce reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Coachforce, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Coachforce and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

Application License

Subject to your compliance with these Terms, Coachforce grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Coachforce reserves all rights in the Application not expressly granted to you by these Terms.

Coachforce Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Coachforce grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Coachforce Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except 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 Coachforce or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Coachforce a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. Coachforce does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Coachforce the rights in 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 Coachforce’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services 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.

Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Coachforce is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Coachforce of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Coachforce used herein are trademarks or registered trademarks of Coachforce. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Copyright Policy

Coachforce respects copyright law and expects its users to do the same. It is Coachforce’s policy to terminate in appropriate circumstances the Coachforce Accounts of Members who infringe or are believed to be infringing the rights of copyright holders.

Termination and Coachforce Account Deactivation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Coachforce Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Coachforce terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Coachforce Account you will remain liable for all amounts due hereunder. You may cancel your Coachforce Account at any time by contacting Coachforce. Please note that if your Coachforce Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT COACHFORCE DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND COACHES, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COACHFORCE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF Solution Plan OF DEALING OR USAGE OF TRADE. COACHFORCE MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE Solution PlanS OR ANY INFORMATION PROVIDED VIA APPOINTMENTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COACHFORCE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY Solution PlanS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COACHFORCE OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT COACHFORCE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. COACHFORCE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, COACHES, REGARDLESS OF WHETHER SUCH COMMUNICATIONS OR INTERACTIONS ARE ORGANIZED BY COACHFORCE.