Terms of Service

CoachUp Terms of Service Last Updated August 16, 2012

1. ACCEPTANCE OF TERMS OF SERVICE AGREEMENT.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE AND OUR SERVICES. BECAUSE THESE TERMS AND CONDITIONS CONTAIN IMPORTANT PROVISIONS ABOUT THE PERFORMANCE OF BACKGROUND CHECKS (AS DEFINED IN THESE TERMS) AND THE DISCLOSURE OF THE RESULTS OF SAID CHECKS, IT IS EXTREMELY IMPORTANT THAT USERS READ AND UNDERSTAND THESE TERMS OF SERVICE.

These Terms of Service contain all of the terms and conditions between CoachUp, Inc. ("CoachUp") and you, whether you are a "Coach Seeker,” or a “Coach” (as defined below) and/or any other user of our website, (collectively “Users” ) and governs the use of the service offered at the CoachUp website and through any CoachUp mobile application (“Services”). Use of our website and our Services indicates your agreement with these Terms of Service (this "Agreement"). If you object to anything in this Agreement, including the CoachUp Privacy Policy do not use our website or the Services.

Member Services

If you choose to register as a CoachUp Coach or a Coach Seeker (as defined in paragraph 2, below) through our Services then you will become a “Member” of CoachUp for the term of your registration. This Agreement, together with the terms of your registration agreement will govern your relationship with us and your use of our Services during the term of your Membership, and again, your registration as a Member is indication of your agreement to this Agreement and your registration agreement.

Changes to Terms of Service

These Terms of Service are subject to change by CoachUp at any time, effective upon posting on the CoachUp website, and your use of the website or the Services after such posting will constitute acceptance by you of such changes. In addition, by accessing the website or becoming a Member (if applicable), you consent to have this Agreement provided to you in electronic form.

2. COACHUP SERVICES.

The Services offered by CoachUp consist of a communications platform for enabling the connection between individuals seeking private coaching services ("Coach Seekers") and/or individuals or companies providing coaching services ("Coaches"). The Service provides a place for Coaches to list their services and experience, and for Coach Seekers to review the skills of Coaches for a potential match. CoachUp does not take part in the interaction between Coach Seekers and Coaches except to provide this forum for information sharing and to collect payments on the behalf of Members who seek to be matched through our Services.

Users and Members represent, understand and expressly agree that CoachUp does not have control over the quality, timing, legality, characteristics or any other aspect whatsoever of the services actually delivered by any Coach, nor of the integrity, responsibility or any of the actions whatsoever of the Coach Seekers. CoachUp makes no representations about the suitability, reliability, timeliness, and accuracy of the services provided by Coaches or Coach Seekers whether in public, private or offline interactions, or provided through our Services. CoachUp does not assume any responsibility for the accuracy or reliability of any information provided through this website or our Services, or by Coaches or Coach Seekers who use our Services. CoachUp does not assume and expressly disclaims any and all liability that may result from the use of any information provided through this website and our Services or through Coaches or Coach Seekers listed with our website. CoachUp is not responsible for the conduct, whether online or offline, of any User of this website or any User or Member of the Service. All Users and Members, including both Coach Seekers and Coaches do hereby expressly agree not to hold CoachUp (or CoachUp’s officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, or employees, hereinafter "Affiliates") liable for any instruction, advice or services delivered which originated through the website and CoachUp and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that arise or relate in any way to this website, our Services, the information provided through this website and the services provided by or to any User of this website or our Services.

3. ELIGIBILITY.

Our Services are available only to individuals and companies that can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to minors or anyone under the age of eighteen (18) unless expressly agreed to in writing by a parent or legal guardian. This website and our Services are currently available only to United States citizens and/or any individuals who are legally in the jurisdiction of the United States and, with respect to Coaches, those that may legally work within the U.S. By registering as a Member and/or using the website or our Services, you represent and warrant that you are of legal age as described above, and that you have the right, authority and capacity to enter into this Agreement and that you commit to abide by all of the terms and conditions of this Agreement (and any posted changes to these terms and conditions).

You represent and warrant that you and each member of your household (a) have never been the subject of a complaint, restraining order or any other legal action involving criminal activity or alleged criminal activity, and you have not been arrested for, charged with, or convicted of any felony, or any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others, and (b) have not been and are not currently required to register as a sex offender with any government entity. Persons who have been involved with activities described in “(a)” or “(b)” above are NOT eligible to participate in our Services or to be or become Members.

4. CRIMINAL BACKGROUND AND OTHER VERIFICATION CHECKS.

Members, including Coach Seekers and Coaches may use our Services to engage third-party providers to run criminal background checks and other verification systems, including third party sex offender searches and checks, (collectively, “Background Checks”), relative to Coaches and Eligible Coach Seekers. (“Eligible Coach Seekers” are those Coach Seekers who are at least 18 years of age or, the parent or legal guardian of an under age Coach Seeker who has expressly agreed that another Member may obtain a Background Check upon said parent or legal guardian).

If you sign up as a Coach or an Eligible Coach Seeker, you expressly authorize CoachUp to verify your representations and warranties made in this Agreement. In particular, by becoming a Member Coach or Eligible Coach Seeker you are expressly requesting that a Background Check or checks pertaining to you are obtained and disclosed under these Terms of Service. You acknowledge, agree and expressly grant CoachUp the right to verify your representations and warranties, using Background Checks and to take any action CoachUp deems appropriate in its sole discretion, including but not limited to terminating your membership should CoachUp determine, in its sole opinion, that you have violated any representation or warranty or any other provision of these Terms of Service. You will be prompted during the registration or application process for Membership to grant permission to CoachUp to request Background Checks. If you refuse permission for a Criminal Background Check, CoachUp reserves the right to refuse or to terminate your Membership and participation in our Services without repayment of any fees already paid by you. You also expressly acknowledge that CoachUp reserves the right, but does not have the obligation to verify your representations and warranties made in this Agreement or to conduct any Background Check.

Furthermore, you expressly acknowledge and agree that CoachUp may and is authorized to disclose the results of any Background Check, if you are a Coach, to any person that has obtained coaching services from you and, if you are a Coach Seeker, to any Coach who has been engaged by you. All Members are entitled to receive a copy of the results of any Background Check that they run on a coach or a coach seeker, or which is run on them. Because Background Checks are from third-party providers, CoachUp disclaims all responsibility and liability for the results of said Background Checks.

CoachUp expressly reserves the right, and Members expressly authorize CoachUp to run Background Check(s) at the time of registration as a Member and at regular intervals during Membership, and/or upon request by another Member with whom the requesting Member seeks to do business. CoachUp also reserves the right to charge the cost of the Background Check to the requesting party or to the Member.

5. THIRD-PARTY VERIFICATION SERVICES, DISCLOSURE AND USE OF RESULTS.

To obtain Background Checks, as described above, CoachUp provides access to third-party verification services to both Coach Seekers and Coaches. We provide access to these services so that both Coaches and Coach Seekers can be confident in meeting with and in providing to and/or obtaining services from each other. By becoming a Coach or a Coach Seeker and using our Services you expressly agree that CoachUp and other Members may use these third-party verification services to verify your information, criminal history and background and that, to do so, CoachUp may use your name, address, and other identifying information you provide to us when you sign up for our Services to obtain Background Checks on you.

If you decide to use or access information provided by a third-party verification service offered through the website, you expressly represent, understand and agree that CoachUp does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information provided by the third-party verification service.

If you are a Coach and you decide to use or access information provided by a third-party verification service offered through the website, you expressly agree, represent, and warrant that you will only use the information you obtain relating to a Coach Seeker for the express purpose of determining whether to transact business with that person. You may not disclose and expressly represent and warrant that you will not disclose the Background Check information you obtain on another Member to any other person or entity.

With respect to Coach Seekers, CoachUp reserves the right to conduct Background Checks on you if you are 18 or older, or, if the Coach Seeker is under 18, on his or her parent or legal guardian. If you are a Coach Seeker or the parent or legal guardian of a Coach Seeker you expressly agree, represent and warrant that you will only use the information you obtain relating to a Coach for the express purpose of determining whether you want to obtain coaching services from said Coach. You may not disclose and expressly represent and warrant that you will not disclose the Background Check Information you obtain on another Member to any other person or entity.

COACHUP is not responsible, and expressly disclaims all liability relating to or arising out of any Background Check, the services of any third-party verification provider, and all claims, liability and damages arising out of any receipt, misuse or disclosure of the results of any Background Check by any other Member to any other person or entity.

6. FAIR CREDIT REPORTING ACT DISCLOSURE.

Pursuant to the Fair Credit Reporting Act (the "FCRA"), by this notice CoachUp, Inc. notifies you that if you choose to participate in our third-party verification service, that verification service may, as part of its service, obtain a consumer report about you from a consumer reporting agency. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports. If you use or access information provided by a third-party verification service offered through the website, you represent and warrant that you will use such information only for a purpose permitted by the FCRA and that you will comply with any and all applicable obligations of the FCRA, which can be found at http://www.ftc.gov/os/statutes/fcrajump.shtm as well as all other applicable consumer reporting laws. If you decide to access, use, or share information provided by a third-party verification service offered through the website with any other party (either through this website or otherwise), you agree to do so in accordance with applicable law and to indemnify and hold harmless CoachUp from any loss, liability, damage, or costs that may result from such access, use, or sharing of this information regardless of the cause. CoachUp does not assume and expressly disclaims any liability that may result from the use of information provided by a third-party verification service.

7. RELEASE.

Coach Seekers may seek the services of a Coach through the use of the website. In the event that a Coach Seeker and a Coach agree on the provision of services such agreement is solely between the Coach Seeker and the Coach. CoachUp is not a party to any agreement between Coaches and Coach Seekers. Any issues concerning the services received by the Coach Seeker or payment due to the Coach must be resolved directly by the Coach Seeker and the Coach.

COACHUP WILL NOT BE HELD RESPONSIBLE AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, DEMANDS OR DAMAGES, DIRECT OR INDIRECT, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SERVICES, INCLUDING PAYMENT FOR COACHING SERVICES PROVIDED BY A COACH EVEN IF SUCH SERVICES ARE THE RESULT OF COACH AND COACH SEEKER MEETING THROUGH OUR SERVICES. BY USING THIS WEBSITE AND OUR SERVICES, USERS REPRESENT, UNDERSTAND, AND EXPRESSLY AGREE TO HOLD COACHUP HARMLESS FOR ANY CLAIM, CONTROVERSY OR DAMAGES THAT MAY ARISE FROM ANY DISPUTE BETWEEN YOU AND ANY OTHER USER(S) OF THE WEBSITE INCLUDING WITH ANY OTHER MEMBER, COACH OR COACH SEEKER.

IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, ALL COACHES PROVIDED THROUGH THIS SERVICE EXPRESSLY DISCLAIM ANY LIABILITY WHATSOSEVER ARISING OUT OF, AND COACH SEEKERS HEREBY EXPRESSLY RELEASE AND WAIVE ALL CLAIMS DEMANDS OR DAMAGES, DIRECT OR INDIRECT, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED THAT COACH SEEKER MAY HAVE AGAINST ANY COACH ARISING OUT OF OR IN ANY WAY CONNECTED WITH SERVICES PROVIDED BY ANY OTHER MEMBER, INCLUDING ANY COACH INCLUDING SUCH CLAIMS RELATED TO PAYMENT FOR COACHING SERVICES PROVIDED BY A COACH, OR ANY HARM, DAMAGE OR INJURY CAUSED BY SERVICES PROVIDED BY ANY COACH CONTRACTED THROUGH COACHUP SERVICES, EVEN IF SUCH SERVICES ARE THE RESULT OF COACH’S NEGLIGENCE, INCOMPETENCE OR OMISSION. BY USING THIS WEBSITE AND OUR SERVICES, USERS REPRESENT, UNDERSTAND, AND EXPRESSLY AGREE TO HOLD ANY COACH HARMLESS FOR ANY CLAIM, CONTROVERSY OR DAMAGES THAT MAY ARISE FROM ANY DISPUTE BETWEEN YOU AND ANY OTHER USER(S) OF THE WEBSITE INCLUDING WITH ANY OTHER MEMBER, COACH OR COACH SEEKER.

8. EXCLUSIVE USE BY USER.

Your account is for your sole, personal use, you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. CoachUp may change, suspend or discontinue your access to the website or the Services at any time, without notice or liability, if it believes in good faith that you have allowed any other person or entity to use you account.

9. INFORMATION PROVIDED BY USERS.

You are responsible for providing accurate, current and complete information in connection with your registration and use of the website and the Services. CoachUp is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by users of the website. As part of the Services, CoachUp allows you to post information about yourself to our website. You are solely responsible for any information, content, messages, photos, videos, reviews or profiles (collectively, "Content") that you publish or display (hereinafter, "post") on the website, or transmit to other users of the website. You will not post on the website, or transmit to other Users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material or Content, or any material or Content that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).

You will not provide inaccurate, misleading or false information to CoachUp or to any other User of the website. You understand and agree that CoachUp may review and delete any Content, in each case in whole or in part, that in the sole judgment of CoachUp violates this Agreement or that may be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users of the website.

By posting Content to any public or Member area of the website you represent and warrant that you have the right to grant, and you do grant to CoachUp, together with its Affiliates and its and their licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content and to grant and authorize sublicenses to the foregoing. You further represent and warrant that public posting and use of your Content by CoachUp will not infringe or violate the rights of any third party. Your use of the Services, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations. Opinions, advice, statements, offers, or other information or content made available on the website or through the Service, but not directly by CoachUp, are those of their respective authors. Such authors are solely responsible for such content. CoachUp does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the website or available through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the website or through the Service. Under no circumstances will CoachUp or its Affiliates be responsible for any loss or damage resulting from: i) your reliance on information or other content posted on the website or transmitted to or by any user of the website or Service; or ii) reviews or comments made about you on the website by other users.

10. PRIVACY.

CoachUp will only use the information you provide on the website in accordance with our Privacy Policy. For more information, see our full Privacy Policy.

11. LINKS TO EXTERNAL SITES.

Links from the website to external sites (including external sites that are framed by CoachUp) or inclusion of advertisements do not constitute an endorsement by CoachUp of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such advertisements, but are for users' reference and convenience. Users access them at their own risk. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. CoachUp does not control such sites, and is not responsible for their content. Just because CoachUp has hyperlinks to such sites does not mean that CoachUp endorses any of the material on such sites, or has any association with their operators. Users further acknowledge that use of any site controlled, owned or operated by third parties is governed by the terms and conditions of use for those sites, and not by CoachUp's Terms of Service and Privacy Policy. CoachUp expressly disclaims any liability derived from the use and/or viewing of links that may appear on this website. All users hereby agree to hold CoachUp harmless from any liability that may result from the use of links that may appear on the website.

12. CHILDREN’S PRIVACY.

CoachUp takes Children's privacy very seriously. Registering on CoachUp is intended for people 18 or over, even though many end-users of CoachUp’s service (i.e., the people who actually take the coaching session) will be children under the age of 18, their parents or guardians will be the only valid registered users on CoachUp. CoachUp will not knowingly collect any information from children under 13. You must identify your age during the registration process. That being said, we do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this website. Should we determine that you provided any false information to us when using this website, your Membership will be terminated immediately.

13. PROHIBITED USE.

The website and our Services may not be used by any person or organization to recruit, solicit, or contact Coach Seekers or Coaches for employment or contracting for a business not affiliated with CoachUp without the express prior written permission of CoachUp. You may not copy the contents of our website, including but not limited to any of the records or profiles of our Users or Members, and you are prohibited from using any technology, method or scheme to scrape, crawl, reproduce, cache or mirror all or any portion of the contents of our website, nor utilize any other technology, or automated code of any kind, to copy, reproduce or download the contents of our website. Should CoachUp find that you violated the terms of this paragraph or any terms stated herein, CoachUp reserves the right, at its sole discretion, to immediately terminate your use of the website, your membership and our Services, and/or assess a $10,000 daily penalty fee for scraping, copying, caching or reproducing either in a manual or automatic manner, Coach or Coach Seeker information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise mis-using or misappropriating site content.

Although CoachUp cannot monitor the conduct of its Users off the website, it is also a violation of these Terms of Service to use any information obtained from the website or the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent. In order to protect our Users from such activity, we reserve the right to take appropriate actions. In order to protect the integrity of the website and the Service, CoachUp reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the website. Coachup reserves the right, in its sole discretion, to terminate your access to all or part of the CoachUp website and Services, to remove your profile and/or any Content posted by or about you, from the website, and/or to terminate your Membership in CoachUp, for any reason or no reason, with or without notice. Following any termination of any Member's use of the website and/or Services, CoachUp reserves the right to send a notice thereof to other Members with whom you have corresponded advising them of your termination from the Services.

14. PAYMENT AND REFUND POLICY FOR REGISTERED MEMBERS.

Coach Seekers are obligated to pay for the Services provided through this website, unless specifically notified otherwise. Coach Seekers that sign up for our Services agree to pay CoachUp all charges at the prices then in effect for any use of the Services. During registration, Coach Seekers will be asked to provide payment provider details and to expressly authorize charges to such providers for selected Services. CoachUp reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. CoachUp may offer limited-time free trial premium subscriptions to Coaches or Clients from time-to-time. If a Coach or a Client continues a subscription after the end of the free trial period, he or she will be charged the price then in effect for a monthly subscription to the Service. To avoid being charged for the Services after the trial, a Coach or Client with a free trial subscription must cancel his or her subscription prior to the end of the free trial period. The subscriptions of Coaches or Clients will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate, unless specifically notified otherwise. To cancel your subscription, contact CoachUp or alter your account settings. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. No refunds or credits will be provided for account cancellation requests received after the account has been billed. In addition, no refunds will be granted for any donations to third-party organizations that are made while enrolling or using the website. At CoachUp's sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by CoachUp.

15. NO WARRANTY.

COACHUP DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SITE AND SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY THIRD PARTY THROUGH OR PUBLISHED ON OUR WEBSITE OR THROUGH OUR SERVICES. UNDER NO CIRCUMSTANCES WILL COACHUP BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS. WITHOUT LIMITING THE FOREGOING, THIS WEBSITE, OUR SERVICES, THE INFORMATION AND MATERIALS CONTAINED AND MADE AVAILALBLE THROUGH THIS WEBSITE AND THROUGH OUR SERVICES, INCLUDING TEXT, GRAPHICS, INFORMATION, LINKS OR OTHER ITEMS ARE ALL PROVIDED "AS IS" AND "AS AVAILABLE.” COACHUP DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS CONTENT, INFORMATION AND MATERIALS, NOR THE SERVICES PROVIDED BY ANY COACH AND COACHUP EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE SERVICES, INFORMATION, CONTENT, MATERIALS AND SERVICES PROVIDED THROUGH THIS WEBSITE, INCLUDING THE SERVICES PROVIDED BY US OR ANY THIRD PARTY. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH OUR SERVICES, THE INFORMATION, CONTENT, OR MATERIALS PROVIDED THROUGH OR RELATING TO OUR SERVICES. FURTHERMORE, COACHUP DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, SAFE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. COACHUP DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, COACHUP MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY MEMBER OF OUR SITE. USER OF OUR SITE OR ANY THIRD PARTY AFFILIATED WITH OR WHOSE SERVICES ARE OFFERED THROUGH OUR SITE, TO PROVIDE SERVICES AS A COACH OR TO SECURE THE SERVICES OF A COACH, OR TO VERIFY THE CREDENTIALS AND BACKGROUND OF ANY COACH. Third Party Content, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by CoachUp, are those of their respective authors, and should not necessarily be relied upon, nor do they necessarily represent the opinions or advice of CoachUp. Such authors are solely responsible for such content..

16. ASSUMPTION OF RISK.

You assume all risk when engaging the services or purchasing the goods of any other User or Member (including any Coach or Coach Seeker) and in connection with using the Services, including but not limited to all of the risks associated with any online or offline interactions with Members of the site and any risks associated with obtaining services from any Coach or providing any services to any Coach Seeker, including all risks of physical or emotional injury or harm resulting in any way or arising out of coaching services or clients obtained through our Services. You agree to take all necessary precautions, including but not limited to any recommendations set forth by CoachUp, when interacting with others Members of the site. If you are a Coach, You represent and acknowledge that You have purchased and are covered by workers’ compensation insurance for any injuries You may suffer in the course of the provision of services to Coach Seekers.

17. LIMITATION OF LIABILITY.

In no event will CoachUp be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the website, the Services provided through this website or by any Member or other User of this website, including without limitation damages related to any services provided or information received from or through this website, removal of content from the website, including profile information, any email distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the website, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if CoachUp, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL COACHUP'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID COACHUP FOR THE USE OF ANY SERVICES, THE AMOUNT OF US $25.00 OR ITS EQUIVALENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COACHUP BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM INTERACTIONS WITH OTHER MEMBERS OF THE SITE, INCLUDING ANY COACHESWHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU. In addition to the preceding paragraphs of this section and other provisions of this Agreement, any advice that may be posted on the website is for informational purposes only and is not intended to replace or substitute for any professional advice, financial, medical, legal, or other advice. CoachUp makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the website. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

18. INDEMNIFICATION.

By agreeing to the terms of this Agreement, Users of the website, including Members agree to indemnify, defend and hold harmless CoachUp and its Affiliates from and against any and all claims, losses, expenses or demands of liability, including attorneys' fees and costs (whether incurred by CoachUp or its Affiliates) in connection with any claim arising out of (i) materials and content you submit, post or transmit through the website, (ii) use of the website by you in violation of these Terms of Service or in violation of any applicable law, and, without limiting the foregoing (iii) use, reliance upon, or disclosure of Background Checks arising out of these Terms of Service. Users further agree that they will cooperate as reasonably required in the defense of such claims. CoachUp and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of CoachUp Users further agree to hold harmless CoachUp and its Affiliates from any claim arising from a third party's use of information or materials of any kind that users post to the website.

19. NOTICE AND TAKE DOWN PROCEDURES; COPYRIGHT AGENT.

If you believe any materials accessible on or from website infringe your copyright, you may request removal of those materials (or access thereto) from this website by contacting CoachUp and providing the following information:

1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

3. Your name, address, telephone number and (if available) e-mail address.

4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.

6. A signature or the electronic equivalent from the copyright holder or authorized representative.

You should send your notice of claimed infringement to: CoachUp Attention: Copyright Compliance support@coachup.com 1-(888) 680-4750

20. NOTICE OF TRADEMARK RIGHTS.

The service marks and trademarks CoachUp and the CoachUp logo are service marks owned by CoachUp. Except as may be otherwise indicated, any other trademarks, service marks, logos and/or trade names appearing on the website are the property of their respective owners. Users acknowledge the rights of CoachUp and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner as expressly allowed by these Terms of Service.

21. JURISDICTION AND CHOICE OF LAW.

If there is any dispute arising out of the website and/or the Service, by using the website, you expressly agree that any such dispute shall be governed by the laws of the State of Massachusetts, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Massachusetts, for the resolution of any such dispute.

22. MISCELLANEOUS.

Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.