Terms of Service - Client Contract

Welcome to our site. We look forward to your active participation in Academy For Coaches website. We don’t want to overwhelm you with a lot of legalese, but we do need to make clear our respective rights and responsibilities related to this service.

This ACADEMY FOR COACHES CLIENT CONTRACT (the "Agreement") constitutes a legally binding agreement between Academy For Coaches ('Academy For Coaches") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH ACADEMY FOR COACHES, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH ACADEMY FOR COACHES MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE, FOR AS LONG AS YOU USE THE ACADEMY FOR COACHES SERVICES.

Subject to the terms and conditions of this Agreement, Academy For Coaches hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use Academy For Coaches proprietary online platform, including without limitation to: (i) the website located at

https://academyforcoaches.com/

(ii) any services offered on or through such website, and (iii) any servers, computers or networks used to provide such website (the "Academy For Coaches Services") for the purposes set forth in this Agreement. In the event You transfer Your account or ownership of any Product, as defined below, You shall ensure that any purchasers or assignees are bound by the terms of this Agreement.

In addition to any other rights or remedies afforded Academy For Coaches under or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:

1. REGISTRATION.

a. You will be required to register for an account in order to use certain Academy For Coaches Services. When You provide information during the registration process, You agree to provide only true, accurate, current, and complete information and to update it as necessary to maintain its truth and accuracy.

b. If You register for a Academy For Coaches account, You agree to accept responsibility for all activities that occur under Your account or password, if any, and You agree You will not sell, transfer, or assign Your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Academy For Coaches Services using Your account information in whole or in part. Academy For Coaches reserves the right to terminate Your account or otherwise deny You access in its sole discretion without notice and without liability.

2. Promoting Products and Services.

If You promote, market, or otherwise advertise ("Promote" or a "Promotion") any product which is registered for sale via the Academy For Coaches Services, either by You or by another Academy For Coaches client (each a "Product"), whether via the Academy For Coaches Services or via any other online or offline channel or medium, including for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:

a. You will abide by Academy For Coaches Product Return and Cancellation Policy and You will establish Your Seller Return Policy as set forth below.

b. When You Promote a Product, You will use the applicable Seller's trademarks, logos, trade names or service marks in accordance with such Seller's trademark guidelines, which will either be supplied by Academy For Coaches or set forth in the Seller Promotional Messaging Guidelines, if applicable. For purposes of this Agreement, "Seller" is defined as any person or entity that submits one or more Products for sale via the Academy For Coaches Marketplace.

c. You will not make any unlicensed or unauthorized use of, or otherwise infringe, violate, or misappropriate any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (collectively "IP Rights") of any entity or individual.

d. You will not interfere with or manipulate rankings of Academy For Coaches Marketplace (as defined below in Section 3(d)), tracking of Commissions, or the normal flow of traffic to, through, or from the Academy For Coaches Services.

e. If You Promote Products or Brands in a high-risk industry, You must be in compliance with Academy For Coaches Additional Terms and Conditions provided to You, which are incorporated into this Agreement by this reference, at all times.

f. You will not Promote violence, sexually explicit materials, Products from any website, blog, social network, forum, or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.

g. You will not Promote any Products or services to children under the age of thirteen (16).

h. You will not defame any person.

i. You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.

j. You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.

k. You will not in any way copy the "look and feel" of any third-party website, or otherwise imply that the Promotion is in fact a third-party website.

l. All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner and will otherwise comply with Your country's laws and all U.S. federal and state laws, including U.S. Federal Trade Commission ("FTC") regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTC's Endorsement Guidelines.

m. Academy For Coaches reserves the right but is not obligated to review Your Promotions. You agree that Academy For Coaches, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, customer support or other items related to the content of Your Promotions.

n. You will provide valid contact information, including but not limited to a working email address and phone number, where Academy For Coaches can send inquiries and receive a non-automated reply by end of the following business day.

o. Academy For Coaches does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any information provided by sellers, nor is it responsible for any bonuses, prizes or other incentives offered by sellers via the Academy For Coaches Services. Your use of any information presented by a Seller is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that Academy For Coaches does not verify statements, claims, incentives, or Promotions made by sellers via the Academy For Coaches Services.

p. You will comply with all applicable laws, rules and regulations, and will not interfere with any other user’s business or use of the Academy For Coaches Services. Academy For Coaches reserves the right to take any action against you for violating this provision, including account suspension and/or termination, in accordance with Section 4.c. hereof.

3.SELLING PRODUCTS and SERVICES.

If You register any Products for sale via the Academy For Coaches, You agree, acknowledge, represent, and warrant that:

a. All Products You register for sale via the Academy For Coaches Services must be approved by Academy For Coaches prior to You being able to sell the Products through the Academy For Coaches Services. In certain circumstances, Academy For Coaches may require You to modify your Products prior to being approved or prohibit your Products from being sold via the Academy For Coaches Services, in Academy For Coaches sole discretion. Academy For Coaches approval or modification of your Product is not an endorsement of your Product or of any modification, and Academy For Coaches is not liable for any modification.

b. All Products You register for sale via the Academy For Coaches Services, and the offering and sale thereof via the Academy For Coaches Services, comply with all of Your country's laws, all laws of any country to which your product may be shipped, and all applicable U.S. federal and state laws and regulations.

c. Your Products do not involve downloading software on the computer of a person or entity purchasing a Product (the "Purchaser") unless a purchase is completed or You provide the Purchaser a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and You obtain express consent prior to any such downloads.

d. Without further conditions or limitations, You authorize Academy For Coaches to list any Product You register for sale via the Academy For Coaches Services in the online, searchable marketplace of Products made available via the Academy For Coaches Services (the Academy For Coaches Marketplace"); and make it available for sale to Purchasers and/or for the persons and/or entities that Promote the Products made available via the Academy For Coaches Marketplace ("Affiliates") at the price designated by Academy For Coaches ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.

e. You will provide valid email addresses to which Purchasers or Academy For Coaches can send inquiries and receive a reply by end of the following business day. Purchasers and Academy For Coaches must also be able to receive a non-automated response within one business day, when necessary.

f. You will notify Academy For Coaches of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to a Product within two business days of Your receipt of such complaint. You shall assist Academy For Coaches, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by Academy For Coaches to respond to and/or resolve such complaints.

g. Academy For Coaches will collect and remit state or local transfer taxes for any retail transaction (including but not limited to sales or use tax) where it believes it is legally required to do so. Where Academy For Coaches does not collect and remit state or local transfer taxes on a transaction, You may have the legal obligation to pay such taxes. Such obligation may arise as a result of Your existing or past physical contacts with a state (including but not limited to Your provision of a "drop ship" delivery of the physical Product to a buyer located in a state). You may wish to consult a tax professional to determine if You will have this type of obligation in any particular state. You agree that if such an obligation arises with respect to any particular state, You will be solely responsible for the timely payment of such tax and any interest or penalties.

h. If and to the extent You use third parties to provide Products or Services, You and such third parties must be in compliance with all terms of this Agreement, and You are responsible for all acts and omissions of such third party.

i. All sellers must include the required disclaimers

j. You will comply with all applicable laws, rules and regulations.

k. You will establish an appropriate return, replacement and/or cancellation policy for Your Products ("Seller Return Policy"). Your Seller Return Policy must fall within the range of "no refunds" to allowing refunds or replacements up to sixty (60) days after the date of purchase (i.e., a 30-day refund policy or a 45-day refund policy would each be acceptable, if appropriate). If You believe that a Seller Return Policy longer than sixty (60) days after the date of purchase is appropriate for Your Products, Academy For Coaches will review such a request, and in its sole discretion, may allow an extended Seller Return Policy. You can only provide such an extended Seller Return Policy with Academy For Coaches written consent.

l. You will ensure that the Seller Return Policy is clearly and conspicuously posted for customers to review prior to purchasing Your Products.

m. Academy For Coaches reserves the right to alter or override Your Seller Return Policy if You abuse Academy For Coaches flexible Return and Cancellation Policy, if Your Seller Return Policy is not appropriate for the Product(s), if the returned or charged back sales (defined in the Accounting Policy) are excessive, or for any other reason Academy For Coaches deems appropriate, in its sole discretion.

4. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION.

You agree and acknowledge that:

a. Subject to the terms and conditions of this Agreement and Academy For Coaches policies and procedures, Academy For Coaches shall use commercially reasonable efforts to provide the Academy For Coaches Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Academy For Coaches Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Academy For Coaches may undertake from time to time; or (iii) causes beyond the reasonable control of Academy For Coaches or that are reasonably unforeseeable by Academy For Coaches, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Academy For Coaches is not liable for any periodic interruptions in availability of the Academy For Coaches Services and further acknowledge that Academy For Coaches does not guarantee access to the Academy For Coaches Services on a continuous and uninterrupted basis.

b. Academy For Coaches may decline, delist, or halt sales or Promotion of any Product from the Academy For Coaches Marketplace, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the Academy For Coaches Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.

c. Academy For Coaches, in its sole discretion, may suspend or terminate Your account and Your rights to use the Academy For Coaches Services and Academy For Coaches may retain any or all funds (including future funds that may accrue) in Your Academy For Coaches account, if: (i) Academy For Coaches suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement; (ii) Your account becomes dormant as defined in our Accounting Policy; (iii) or Your account experiences or is reasonably anticipated to experience a negative balance. Upon such termination, You agree to immediately cease all use of the Academy For Coaches Services and Academy For Coaches intellectual property licensed in Section 7.b. of this Agreement. Without limiting the foregoing, Academy For Coaches shall have the right to immediately terminate Your access and use of the Academy For Coaches Services, or any portion thereof, and to seize funds in your account, in the event of any conduct which Academy For Coaches, in its sole discretion, considers to be unacceptable.

d. Following suspension or termination of an account or retaining of funds pursuant to this Section, Academy For Coaches will review Your account in a manner determined by Academy For Coaches in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Academy For Coaches may retain funds in Your Academy For Coaches account as liquidated damages and/or for the benefit of Academy For Coaches or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (i) are not a penalty, and (ii) are reasonable and not disproportionate to such presumed damages to Academy For Coaches.

e. Academy For Coaches may withhold any portion of the funds in Your Academy For Coaches account if Academy For Coaches, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with Academy For Coaches or any other Person.

5. EMAIL, TEXT MESSAGES AND TELEMARKETING.

a. If You send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Academy For Coaches Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act") and the Children's Online Privacy Protection Act ("COPPA") (Information on these laws can be found at

http://www.ftc.gov/spam/

and

http://www.ftc.gov/privacy/privacyinitiatives/childrens.html

).

b. You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

c. If You send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Academy For Coaches Services, then You represent and warrant that all such text messages or calls will be in full-compliance with all applicable federal and state laws and regulations that apply to sending electronic messages and using telemarketing activities, including without limitation regulations issued by the FTC, the Federal Communications Commission ("FCC"), the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and state laws regarding anti-spam, text messages and Do-Not-Call Registries (Information on these laws can be found at

https://www.fcc.gov/sites/default/files/tcpa-rules.pdf

,

http://www.fcc.gov/guides/spam-unwanted-text-messages-and-email

, and

http://www.ftc.gov/privacy/privacyinitiatives/childrens.html

).

d. You may not use customer information for any purpose not expressly permitted by law, regulation, the Promotional Guidelines, or this Agreement may result in termination of Your account, in addition to any other legal actions or remedies Academy For Coaches or individual data subjects may have.

7. ACADEMY FOR COACHES IP RIGHTS.

a. Except as set forth in Section 7.b. below, You may not use Academy For Coaches name, trademarks, service marks or any other IP Right of Academy For Coaches in any manner whatsoever to suggest association or affiliation with or endorsement by Academy For Coaches without the express prior written consent of Academy For Coaches, which Academy For Coaches may withhold at its sole discretion. Promotional use of images or reproductions of payment checks issued by Academy For Coaches without the express, written consent of Academy For Coaches is prohibited.

b. Subject to the following terms and conditions, during the term of this Agreement Academy For Coaches grants You a limited, revocable license to use Academy For Coaches name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text (iii) as a sub domain or second or third level domain name identifier; (iv) to identify Products or (v) in connection with Promotions.

c. Academy For Coaches may revoke the foregoing license and/or provide restrictions upon Your use of Academy For Coaches name, including requiring the use of such disclaimers as Academy For Coaches may provide, in connection with Your use of Academy For Coaches name, at any time and for any reason in Academy For Coaches sole discretion.

d. Failure to comply with any restrictions imposed by Academy For Coaches upon Your use of Academy For Coaches name or failure by You to immediately cease all use of Academy For Coaches name if so, instructed by Academy For Coaches shall constitute: (i) a breach of the limited license set forth in this Section 7.b.; and (ii) a breach of this Agreement. In such case, Academy For Coaches reserves the right to pursue any and all remedies available to it at law or in equity.

e. You may not use or display Academy For Coaches name in any manner to disparage Academy For Coaches or the Academy For Coaches Services.

f. Notwithstanding the limited revocable license set forth in Section 7.b. above, as between the parties, Academy For Coaches shall be and remain the sole owner of all right, title and interest in and to the Academy For Coaches Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed, or controlled by Academy For Coaches, and You hereby assign to Academy For Coaches all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by Academy For Coaches.

8. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.

a. In connection with this Agreement, Academy For Coaches may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Academy For Coaches (collectively, "Confidential Information"), including, but not limited to (i) the identities of other sellers or Affiliates of Academy For Coaches (collectively, "Academy For Coaches Clients"); (ii) physical and data security information; (iii) technical data; (iv) Academy For Coaches Marketplace statistics and sales data; and/or (v) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (a) disclose the Confidential Information to any Person, or (b) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Academy For Coaches. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Academy For Coaches Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with Academy For Coaches or the Academy For Coaches Services, including without limitation the functionality offered by the Academy For Coaches Marketplace. You agree and acknowledge that Academy For Coaches may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Academy For Coaches.

b. Academy For Coaches does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the Academy For Coaches Privacy Policy), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to Academy For Coaches, or otherwise in connection with the Academy For Coaches Services (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and Academy For Coaches shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of Academy For Coaches. You hereby grant to Academy For Coaches and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Academy For Coaches shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (i) You own or otherwise have the right to grant the foregoing license to Academy For Coaches with respect to Your Submissions; and (ii) Your Submissions and any use thereof by Academy For Coaches will not infringe or violate the rights of any Person. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Academy For Coaches is under no obligation to respond to or use any Submission You may provide.

9. EXPORT CONTROL.

You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product Promoted, offered and/or provided by You via the Academy For Coaches Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You must immediately notify Academy For Coaches in writing. Information on U.S. export control regulations can be found on the Commerce Department's website at

http://www.bis.doc.gov

, the State Department's website at

http://www.pmddtc.state.gov

and the U.S. Treasury Department's website at

http://www.treas.gov/offices/enforcement/ofac/index.shtml

.

10. REQUIRED PERMITS.

It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.

11. REPRESENTATIONS AND WARRANTIES.

You represent, acknowledge and warrant that:

a. You, Your Products Your Promotions, and/or Your Submissions, as applicable, do not and will not, directly, or indirectly: (i) violate the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent, or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate ClickBank's Privacy Policy.

b. You may not: (i) frame, copy or mirror any content forming part of the Academy For Coaches Services; (ii) reverse engineer the Academy For Coaches Services or otherwise attempt to derive its source materials; (iii) access the Academy For Coaches Services for the purpose of (a) building a competitive product or service, or (b) copy any features, functions or graphics of the Academy For Coaches Services; (iv) interfere with or disrupt the Academy For Coaches Services or any data contained therein; (v) attempt to gain unauthorized access to the Academy For Coaches Services, its related systems or networks; or (vi) use the Academy For Coaches Services for any unlawful purpose or in violation of the rights of any Person.

12. INDEMNIFICATION.

To the fullest extent permitted by Law, You agree that:

a. In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever ("Claim") in connection with Your use of the Academy For Coaches Services, Your Products, Your Promotions or use of the Seller Spotlight, You shall defend, indemnify and hold harmless Academy For Coaches, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "Academy For Coaches Parties"), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) ("Losses") incurred by any Academy For Coaches Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

b. Upon receiving notice of a Claim for which Academy For Coaches is entitled to indemnification by You, Academy For Coaches shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Academy For Coaches will require Academy For Coaches prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) Academy For Coaches may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Academy For Coaches own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Academy For Coaches use of such counsel.

c. In the event that Academy For Coaches incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Products or Promotions, including copyright infringement complaints under the DMCA, Academy For Coaches reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Academy For Coaches up to a maximum of ten thousand dollars ($10,000) per event. In the event that Academy For Coaches incurs any Losses relating to Your violation of Academy For Coaches Email/Text Message/Telemarketing policy, as set forth in Section 5 above, Academy For Coaches reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by Academy For Coaches up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Academy For Coaches retains all rights to indemnification described herein. You authorize Academy For Coaches to make, and release Academy For Coaches from any liability in connection with, any such deductions.

13. LIMITATIONS OF LIABILITY.

IN NO EVENT SHALL ANY ACADEMY FOR COACHES PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE ACADEMY FOR COACHES SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE ACADEMY FOR COACHES SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ACADEMY FOR COACHES SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE ACADEMY FOR COACHES SERVICES, WHETHER OR NOT ACADEMY FOR COACHES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOT WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF ACADEMY FOR COACHES FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY ACADEMY FOR COACHES TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE ACADEMY FOR COACHES SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE ACADEMY FOR COACHES SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF ACADEMY FOR COACHES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

14. DATA PROCESSING.

a. You agree to comply with all data protection laws and regulations, including the E.U.’s data protection regulation, the General Data Protection Regulation (“GDPR”). You agree not to market to persons subject to GDPR who have not consented to receive marketing communications.

b. Persons subject to GDPR are entitled to demand that you take certain actions with respect to their data, including, without limitation, that you delete it, correct it, or restrict processing of it. If you receive a data request from a person subject to GDPR, or if Academy For Coaches receives any such request with respect to data you are processing, you agree to honor the request within 30 days. You agree to implement appropriate systems and processes to comply with this requirement.

c. If you receive any personal data from Academy For Coaches or process personal data on Academy For Coaches behalf, you will: (i) implement appropriate technical and organizational measures to ensure to ensure the security of the data; (ii) only process personal data for purposes approved by Academy For Coaches; (iii) cease processing such data upon request from Academy For Coaches; (iv) transfer such data only for purposes authorized by law, with prior notification to Academy For Coaches, and only pursuant to an appropriate sub processing agreement; (v) indemnify Academy For Coaches for any claim, expense, demand or cost related to your receipt or use of such data; and (vi) upon request, provide Academy For Coaches with information sufficient to demonstrate your compliance with this section, and allow Academy For Coaches to audit your data practices if necessary in Academy For Coaches sole discretion.

15. NO GUARANTEE OF VALIDITY.

Academy For Coaches does not endorse, approve, or certify any information provided on or through the Academy For Coaches Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Academy For Coaches Services may or may not be current as of the date of Your access, and Academy For Coaches has no duty to update and maintain such information. Additionally, the information provided on or through the Academy For Coaches Services may be changed periodically without prior notice. All content provided on or through the Academy For Coaches Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

16. NO PROFESSIONAL ADVICE.

Academy For Coaches provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Academy For Coaches Services. You understand that Academy For Coaches employees, coaches, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, coaches and/or agents as such. You further understand that by receiving information, facts, or opinions on or through the Academy For Coaches Services, You are not entering into a relationship with Academy For Coaches or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

17. DISCLAIMER.

YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE ACADEMY FOR COACHES SERVICES. THE ACADEMY FOR COACHES SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND ACADEMY FOR COACHES DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER ACADEMY FOR COACHES NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE ACADEMY FOR COACHES SERVICES.

18. GENERAL TERMS AND CONDITIONS.

a. Governing Law; Dispute Resolution, Attorney Fees. You agree that Idaho law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Boise, Idaho. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify Academy For Coaches for all of its reasonable attorney fees and costs incurred as a result of any action, suit, proceeding, or claim brought by You or Academy For Coaches in which Academy For Coaches is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. You and Academy For Coaches agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class action or representative action.

b. English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Academy For Coaches are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.

c. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary, or similar relationship between the parties. You are prohibited from making any promise, warranty, or representation on behalf of Academy For Coaches or obligating Academy For Coaches in any way. You may not represent to any person that You are the agent of Academy For Coaches or are authorized to act on its behalf.

d. Assignment. Academy For Coaches may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Academy For Coaches. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

e. Severability. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

f.

Publicity

. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Academy For Coaches name or referencing the Academy For Coaches Services; or (iii) suggesting or implying any endorsement by Academy For Coaches of You and/or any Products without the prior written approval of Academy For Coaches, which Academy For Coaches may withhold in its sole discretion. You hereby authorize Academy For Coaches to include your name, business name, and general information about your use of the Academy For Coaches services in Academy For Coaches marketing and promotional materials.

g. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this subject matter. Academy For Coaches reserves the right to amend this Agreement at any time. When Academy For Coaches amends this Agreement, Academy For Coaches shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at

https://academyforcoaches.com/

that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Academy For Coaches Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically https://academyforcoaches.com/

to inform Yourself of any such changes.

h. Waiver. The waiver or failure by Academy For Coaches to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Academy For Coaches set forth in this Agreement are cumulative and are in addition to any rights or remedies Academy For Coaches may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

i. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Academy For Coaches which would not be adequately compensated by monetary damages and that Academy For Coaches may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in any court of competent jurisdiction anywhere in the world (at Academy For Coaches sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

j. Force Majeure. You nor Academy For Coaches shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters, or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.

k. Notices. Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Academy For Coaches if sent via email, as date stamped by Academy For Coaches systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.

l. Headings/Interpretation. The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

ADDITIONAL TERMS AND CONDITIONS

2. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Academy For Coaches are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Academy For Coaches, except as allowed by Section 4 is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Academy For Coaches. The posting of information or materials on the Academy For Coaches Site does not constitute a waiver of any right in such information and materials.

Academy For Coaches respects the intellectual property of others, and requires that our users do the same. If you believe that your work has been copied and is accessible on this site in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please contact our copyright agent for reporting copyright infringements.

3. Service Marks

Products and names mentioned on Academy For Coaches Site may be trademarks of their respective owners.

4. Limited Right to Use

The viewing, printing or downloading of any content, graphic, form or document from theAcademy For Coaches Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Editing, Deleting and Modification

We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Academy For Coaches Site.

6. Indemnification

You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Academy For Coaches services .

7. Nontransferable

Your right to use the Academy For Coaches services is not transferable. Any password or right given to you to obtain information or documents is not transferable.

8. Disclaimer and Limits

THE INFORMATION FROM OR THROUGH THE ACADEMY FOR COACHES S WEBITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY ATTORNEY-CLIENT RELATIONSHIP.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

9. Third-Party Services

Academy For Coaches may allow access to or advertise third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. Academy For Coaches are not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

10. Third-Party Merchant Policies

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. Academy For Coaches are not responsible for information provided by you to Merchants. Academy For Coaches and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

11. Privacy Policy

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

12. Payments

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

13. Securities Laws

This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

14. Links to Other Web Sites

The Site contains links to other web sites. We are not responsible for the content, accuracy or opinions express in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on our Site does not imply approval or endorsement of the linked web site by Academy For Coaches. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

15. Proposed Product and Service Offerings

All descriptions of proposed products and services are based on assumptions subject to change and you should not rely on the availability or functionality of products or services until they are actually offered through the Site. We reserve the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.

16. Terms License

BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH ACADEMY FOR COACHES, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH ACADEMY FOR COACHES MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE, FOR AS LONG AS YOU USE THE ACADEMY FOR COACHES SERVICES.