ACCEPTANCE
OF TERMS
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Total
Coach (“Company”), makes this website, www.totalcoach.com (the “Site”),
including all information, documents, communications, files, text, graphics,
software, products and services available through this Site (collectively, the
“Materials”) and all services operated by Company and third parties through
this Site (collectively, the “Services”), available for your use subject to the
terms and conditions set forth in this document and any changes to this
document that Company may publish from time to time (collectively, the “Terms
of Use”).
The Terms
of Use shall apply to all users and visitors of this Site.
By
accessing or using this Site in any way, including, without limitation, use of
any of the Services, downloading of any Materials, or merely browsing this
Site, you agree to and are bound by the Terms of Use.
Company
reserves the right to change the Terms of Use and other guidelines or rules posted on this Site at its sole discretion. Your continued
use of this Site, or any Materials or Services accessible through this Site,
after any changes have been made to the Terms of Use constitutes your acceptance of such
changes. You should periodically check
these Terms of Use to view the then current terms. Your use of this Site will be subject to the
most current version of the Terms of Use, rules and guidelines posted on this
Site at the time of such use. In the
event you breach any of the Terms of Use, your authorization to use this Site
shall be automatically terminated, with notice.
DEFINED
TERMS
“User
Content” means all user-supplied information, materials, files, communications,
and/or documents.
“Company
Content” means all Materials provided by Company.
User
Content and Company Content have different restrictions and conditions
associated with them.
“Free
Trial Period” means thirty (30) days from your initial registration with
Company.
SERVICES
Upon
registering with Company, you will be provided with a user name and password to
access the Services of Company trial for its services offered through
this Site during the Free Trial Period.
Upon the expiration of the Free Trial Period, the monthly fee for the
Services offered through this Site until you cancel your subscription is $97
per month (the “Monthly Fee”).
The
Monthly Fee shall be charged to your credit card upon the expiration of the
Free Trial Period and every thirty (30) days thereafter. Unless you cancel your subscription with
Company, your card will be charges every thirty (30) days after the expiration
of the Free Trial Period.
In the
event that you cancel your account with Company, you will not be charged at the
end of the particular thirty (30) day period for which payment has been already
made.
CANCELLATION
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> If
the event you choose to cancel your subscription to Company, your subscription
shall terminate on the date your cancellation request is submitted to the
Company through selecting the “Cancellation” option in the “My Account” page of
this Site.
In order
to avoid being charged the Monthly Fee of $97, you must simply cancel your
subscription with Company before the expiration of the Free Trial Period
(midnight Eastern Standard Time on the thirtieth (30th) day after
registration).
All cancellation requests must be submitted BY
OPENING THE MY ACCOUNT WEB PAGE AND SELECTING THE CANCELLATION OPTION.
Company will not issue either full or partial refunds
for cancellations.
All cancellation requests must be received prior to
the end of the month in order to avoid being billed for the following month’s
Services. (midnight Eastern Standard Time on the last
calendar day of the month).
BILLING
CYCLE
A Billing
Cycle is a thirty (30) day cycle commencing on the first day after the
expiration of the Free Trial Period.
INTELLECTUAL
PROPERTY; LIMITED LICENSE TO USERS
The
Materials and Services on this Site, as well as their selection and
arrangement, are protected by copyright, trademark, patent, and/or other
intellectual property laws, and any unauthorized use of the Materials or
Services at this Site may violate such laws and these Terms of Use. Except as expressly
provided herein, Company does not grant any express or implied rights to use
the Materials and Services. You agree not to copy, republish, frame,
download, transmit, modify, lease, sell, assign, distribute, license,
sublicense, reverse engineer, or create derivative works based on this Site,
its Materials, or its Services or their selection and
arrangement, except as expressly authorized herein. In addition, you agree not
to use any data mining, robots, or similar data gathering and extraction
methods in connection with this Site.
In
addition to the Materials and Services offered by Company, this Site may also
make available materials, information, and services provided by third parties
(collectively, the “Third Party Services”). The Third Party Services may be
governed by separate license agreements that accompany such services. Company
offers no guarantees and assumes no responsibility or liability of any type
with respect to the Third Party Services. You agree that you will not hold
Company responsible or liable with respect to the Third Party Services or seek
to do so.
Except as
expressly indicated to the contrary elsewhere on this Site, you may view, download,
and print the Company Content and User Content available on this Site subject
to the following conditions:
1.
The
Company Content and User Content may be used solely for personal,
informational, and internal purposes;
2.
The
Company Content and User Content may not be modified or altered in any way,
other than by Company and/or the originator of the User Content;
3.
You may
not remove any copyright or other proprietary notices contained in the Company
Content and User Content.
4.
Company
reserves the right to revoke the authorization to view, download, and print the
Company Content and User Content available on this Site at any time, and any
such use shall be discontinued immediately upon notice from Company; and
5.
The
rights granted to you constitute a license and not a transfer of title of the
Company Content and User Content.
The
rights specified above to view, download, and print the Company Content and
User Content available on this Site are not applicable to the design or layout
of this Site. Elements of this Site are protected by, among other things,
intellectual property and other laws and may not be copied or imitated in whole
or in part.
DOMAIN
NAME
While
your internet domain will be maintained in Company’s account, you will retain
full intellectual property ownership over your domain name and any other
proprietary information that is registered under your name. You understand,
however, that you will be charged a $50 administrative fee to have your domain
transferred out of Company’s system.
All
active members' internet domain name will be automatically renewed after 1 year
for $15.95, which will be charged to your credit card.
TRADEMARK
INFORMATION
The
trademarks, logos, and service marks (“Marks”) displayed on this Site
are the property of Company or other third
parties. You are not permitted to use the Marks without the prior written
consent of Company or such third party that may own the Marks. Any and all requests to use the Marks shall
be made in writing and addressed support@totalcoach.com.
LICENSE
TO COMPANY FOR USER CONTENT
Certain
Services offered through this Site accommodate User Content. Depending upon the nature of the Service, by
submitting User Content to this Site you grant Company the following type of
license: For User Content that is the result of your creative efforts and which
is intended to be displayed on this Site, you grant Company a worldwide,
royalty-free, non-exclusive license to modify (for purposes of formatting,
maintenance, or Site administration only) and reproduce such User Content. You
also grant Company the right to distribute and publicly display and perform
such User Content for the purpose for which such User Content was submitted to
this Site. This license will be in effect until such User Content is removed
from this Site.
PROHIBITED
COMMUNICATIONS
You may
submit only User Content to this Site that is: (i) owned by you; (ii) submitted
with the express permission of the owner or within the scope of the license to
such content; or (iii) in the public domain. You are prohibited from posting or
transmitting to or from this Site any unlawful, threatening, harassing,
libelous, offensive, defamatory, obscene, or pornographic materials, or other
materials that would violate any law or the rights of others, including,
without limitation, laws against copyright infringement, and rights of privacy
and publicity. Violation of these restrictions may result in denial of or
limitations on access by you to this Site.
USER
CONDUCT
In using
this Site, including all Services and Materials available through it, you
agree: not to disrupt or interfere with any other user’s enjoyment of this Site
or affiliated or linked sites; not to upload, post, or otherwise transmit
through this Site any viruses or other harmful, disruptive, or destructive
files; not to create a false identity; not to use or attempt to use another’s
account, password, service, or system without authorization from Company; not
to disrupt or interfere with the security of, or otherwise cause harm to, this
Site, or any Services, Materials, system resources, accounts, passwords,
servers, or networks connected to or accessible through this Site or any linked
sites.
MANAGING
CONTENT AND COMMUNICATIONS
Company
reserves the right, in its sole discretion, to delete or remove User Content
from this Site and to restrict, suspend, or terminate your access to all or
part of this Site, at any time without prior notice or liability if you have
violated any of the terms and conditions outlined in this Agreement or elsewhere
on this Site. Company may, but is not obligated to, monitor or review any areas
on this Site where users transmit or post User Content, including but not
limited to areas where Services are available, and the substance of any User
Content. To the maximum extent permitted by law, Company will have no liability
related to User Content. Company disclaims all liability with respect to the
misuse, loss, modification, or unavailability of any User Content.
WARRANTIES
AND DISCLAIMERS
Except as expressly provided otherwise in a
written agreement between you and Company or you and a third party with respect
to such party’s materials or services, this Site, and all Materials and
Services accessible through this Site are provided “as is” without warranty of
any kind, either express or implied, including, but not limited to, the implied
warranties of merchantability or fitness for a particular purpose, or the
warranty of non-infringement. Without limiting the foregoing, Company makes no
warranty that:
(i) the Services and Materials, including any educational
information, will
meet your requirements; (ii) the Services
and Materials will be uninterrupted, timely, secure, or error-free; (iii) the
results that may be obtained from the use of the Services or Materials will be
effective, productive, accurate, or reliable; and (iv) the quality of any
Services or Materials obtained or accessible by you through this Site will meet
your expectations. Company will use its best efforts to keep this Site and your
information on it safe. Nevertheless, you should backup your information
regularly, as Company cannot guarantee that such information will not be lost.
You are therefore responsible for your information stored on Company’s system.
Company
may link helpful products and services offered by third parties. You understand and acknowledge that:
(i) Company does not control, endorse, or accept responsibility for any
content, products, or services offered by third parties through this Site; (ii)
Company makes no representation or warranties whatsoever about any such third
parties, their content, products, or services; (iii) any dealings you may have
with such third parties or are at your own risk; and (iv) Company shall not be
liable or responsible for any content, products, or services offered by third
parties.
PERSONAL
INFORMATION AND PRIVACY
You
understand and agree that we may disclose information about you if we have a
good faith belief that we are required to do so by law or legal process, to
respond to claims, or to protect the rights, property, or safety of Company or
others. Please refer to our Privacy
Policy for more information about the manner in which we protect and use your
information.
LIMITATION
OF LIABILITY
In no
event, including, without limitation, negligence, shall Company, its
subsidiaries, affiliates, agents, officers, directors, employees, or partners
be liable to you or any third party for any special, punitive, incidental,
indirect, or consequential damages of any kind, or any damages whatsoever, including,
without limitation, those resulting from loss of use of this Site, data, or
profits, whether or not Company has been advised of the possibility of such
damages, and on any theory of liability, arising out of or in connection with
the use of or the inability to use this Site, its Services, or Materials, the
statements or actions of any third party on or through this Site, any dealings
third parties, any unauthorized access to or alteration of your transmissions
or data, any information that is sent or received or not sent or received, any
failure to store or loss of data, files, or other content, any Services
available through this Site that are delayed or interrupted, or any website
referenced or linked to or from this Site.
INDEMNITY
AND LIABILITY
You agree
to indemnify and hold Company, and its subsidiaries, affiliates, officers,
directors, agents, partners and employees, harmless from any claim or demand,
including reasonable attorneys’ fees, made by any third party due to or arising
out of content you or any third party submits, posts to, or transmits through
this Site, your use of this Site, your connection to this Site, your violation
of these Terms of Use or your violation of any rights of another person or
entity.
GOVERNING
LAW AND JURISDICTION
This Site
(excluding linked sites) is controlled by Company from its offices within the
State of New York, United States of America. By accessing this Site, you and
Company agree that all matters relating to your access to, or use of, this Site
shall be governed by the laws of the State of New York, without regard to the
conflicts of laws principles thereof. You agree and hereby submit to the
exclusive personal jurisdiction and venue of the Courts within the State of New
York with respect any dispute arising against Company. Any action
brought under against Company shall be in the Supreme Court of the State of New
York, County of Nassau.
GENERAL
The Terms
of Use and the other rules, guidelines, licenses and disclaimers posted on this
Site constitute the entire agreement between Company and you with respect to
your use of this Site. If for any reason a court of competent jurisdiction
finds any provision of these Terms of Use, or portion thereof, to be
unenforceable, that provision shall be enforced to the maximum extent
permissible so as to effect the intent of the parties as reflected by that
provision, and the remainder of the Terms of Use shall continue in full force
and effect. Any failure by Company to enforce or exercise any provision of these
Terms of Use or related right shall not constitute a waiver of such right or
provision.