Terms of Service 1 — EMCoaching

Effective as of February 26th, 2022

USE OF OUR SERVICES SIGNIFIES YOUR UNDERSTANDING, CONSENT, AND AGREEMENT TO COMPLY WITH THESE TERMS OF SERVICE

These Terms of Service apply to your use of the EMCoaching.org website (collectively, the “Sites”) and any Streaming Services (defined below) offered by EMCoaching LLC. Streaming Service and Sites are hereinafter collectively referenced as “Services”). By using our Services, you agree to comply with and be bound by the following terms of service (“Terms of Service”).

If you do not agree to these Terms of Service, you do not have the right to access the Sites or use the Services in any way. For purposes of this agreement, the terms “EMCoaching,” “we,” “us,” and “our” refer to EMCoaching LLC and all of its affiliates, and “you” or “your” refers to you, as a user of these Services.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST EMCoaching ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Important Disclaimers

ALL THE SERVICES ARE PROVIDED “AS IS.” WE DO NOT MAKE ANY GUARANTEES OF RESULTS OR FUTURE EARNINGS, AND WE DO NOT OFFER ANY LEGAL, MEDICAL, TAX, OR OTHER PROFESSIONAL ADVICE. ANY FINANCIAL NUMBERS REFERENCED ON THE SERVICES, ARE ILLUSTRATIVE OF CONCEPTS ONLY AND SHOULD NOT BE CONSIDERED AVERAGE EARNINGS, EXACT EARNINGS, OR PROMISES FOR ACTUAL OR FUTURE PERFORMANCE. YOU SHOULD KNOW THAT ALL PRODUCTS AND SERVICES BY OUR COMPANY ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED IN OUR SERVICES SHOULD BE DONE ONLY WITH THE KNOWLEDGE THAT YOU COULD EXPERIENCE RISK OR LOSSES JUST LIKE ANY ENTREPRENEURIAL ENDEAVOR. USE CAUTION AND ALWAYS CONSULT YOUR ACCOUNTANT, LAWYER OR PROFESSIONAL ADVISOR BEFORE ACTING ON THIS OR ANY INFORMATION RELATED TO A LIFESTYLE CHANGE OR YOUR BUSINESS OR FINANCES.

THE FOREGOING DISCLAIMERS SHALL NOT LIMIT THE MORE GENERAL DISCLAIMERS ELSEWHERE IN THESE TERMS OF SERVICE.

Modification of the Terms of Service

Internet technology and the applicable laws, rules and regulations change frequently. Therefore, the parties agree that EMCoaching may modify these Terms of Service at any time by adding new terms or amending existing terms. Such modifications will be effective as of the date that the updated Terms of Service are posted (“Effective Date”). Your use of the Services after the Effective Date, constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Terms of Service as modified. If you do not accept such modification(s), then do not continue to use the Services. EMCoaching shall provide written notice of such modification before the Effective Date. You hereby agree to receive such notifications by email.

Streaming Service

We provide streaming of online courses over the internet to certain devices (“Streaming Service”). Currently, the Streaming Service is only available on computers and certain tablet devices. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we operate the Streaming Service. Any description of how the Streaming Service works should not be considered a representation or obligation with respect to how the Streaming Service will always work. We are constantly making adjustments to Streaming Service and often these adjustments are not completely captured within these Terms of Service.

You are responsible for ensuring that you have internet access and for all internet access charges. Please check with your internet provider for information on possible internet data usage charges. EMCoaching makes no representations or warranties about the quality of the Streaming Service. The amount of time it takes to initiate the Streaming Service on a device will vary based on a number of factors, including your location, available bandwidth at the time, the particular online course you have selected and the configuration of your device. In addition, you must be connected to the internet throughout the period in which you are accessing the Streaming Service.

Personal and Non-Commercial Limited License

EMCoaching hereby grants you a limited, revocable, non-exclusive, non-transferable license, without any right to sublicense, to use the Services solely for your own personal use and not for republication, display, performance, reproduction, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. Except as stated above, all rights are reserved. You agree not to copy materials, content or any other information on the Services, reverse engineer or break into (hack) the Services, or use materials, products or services in violation of any state or federal law. In addition, you shall not manipulate or otherwise display the Services by using framing or similar navigational technology, nor shall you access the Services by any means other than through the standard industry-accepted interfaces. Commercial use of the Services, any content on the Services or any goods purchased through the Services is strictly prohibited. Any unauthorized use of the Services or any content therein will terminate the limited license granted by us and will result in the cancellation of your account and access to the Services.

Availability

The availability of the Services may change from time to time. The quality of Services may also vary from computer to computer, and device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your internet connection. Additionally, the Services be unavailable to you from time to time due to certain technical difficulties, routine site maintenance/upgrades, and other events outside the control of EMCoaching. In addition, EMCoaching reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Services or all of the Services, with or without notice.

Access Restriction and Termination

Access and use of the Services are expressly conditioned on your compliance with all relevant laws, regulations, contractual obligations, and these Terms of Service. EMCoaching may restrict, suspend, or terminate your access to all or any part of the Services at any time and for any reason in its sole and complete discretion, including but not limited to (1) when required by law; (2) when EMCoaching believes, in its sole discretion, that a user may be violating the law or these Terms of Service; or (3) any other reason that EMCoaching deems appropriate in its sole and complete discretion. EMCoaching reserves the right to exercise whatever means it deems necessary to prevent unauthorized use or access to the Services. Upon termination of this Agreement, your account and right to access and use the Services will terminate immediately. You understand that any termination of your account involves deletion of your User Content associated therewith from our Services. The following section will survive termination: Important Disclaimers; No Unlawful or Prohibited Use; Trademarks, Copyright, and Proprietary Rights; Indemnification; Disclaimer; Limitation on Liability; Choice of Law; Agreement to Arbitrate; Consent to Receive Notices Electronically; Assignment and Severability.

No Unlawful or Prohibited Use

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms of Service. You may not use the Services in any manner which could damage, disable, interrupt, overburden, or impair the Services or EMCoaching’s network or servers, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, including but not limited to bypassing any access controls and/or downloading or otherwise capturing any streaming content. In addition, you shall not register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for the Services if you are not expressly authorized by such party to do so. Additionally, you shall not engage in spidering, “screen scraping,” “database scraping,” harvesting of information, or any other automatic means of accessing, logging-in or registering on this website, or obtaining or accessing other information from or through this Services.

You may not use EMCoaching’s icons, domain names, URL addresses, or other means to hyperlink other internet sites with any page in the Services. You must obtain prior written permission from EMCoaching to hyperlink in any manner to the Services.

The following actions are also expressly prohibited:

1) Transmitting unsolicited email or spam;

2) Using any EMCoaching domain name as a pseudonymous return email address for any electronic communications;

3) Pretending to be someone else or spoof their identity;

4) Soliciting business, selling products, or otherwise engaging in commercial activities or personal advertisements;

5) Using the Services to perpetrate fraud, misrepresentation or illegal activity;

6) Attempting to gain unauthorized access to the Services or another user’s account, through hacking, password mining or any other means;

7) Attempting to circumvent or compromise any security measures;

8) Creating or releasing computer viruses, Trojan horses, or worms or otherwise engaging in destructive or potentially destructive programming activities;

9) Deep-linking to any part of the Services;

10) Modifying, altering, or tampering with systems hardware or software;

11) Reselling or repurposing your account or any of the Services; or

12) Assisting or permitting any person engaging in any of the activities described above.

Password and Responsibility for User Account

When you create an account with EMCoaching, you will be responsible for creating a confidential user name and password. The account is provided solely for your own personal use. Your account is non-transferrable and cannot be sold, combined, or shared with any other person. You are solely responsible for all activities that occur under your account. You are responsible for keeping your user name and password confidential. You shall not knowingly disclose your user name and password to any third party. You must notify us immediately of any unauthorized use of your user name and password, if you believe that your user name and password is no longer confidential, or if you believe that there has been a breach in security with respect to your account. We reserve the right to require that you change your password if your account is no longer secure. EMCoaching shall not be liable for any loss or damages you may suffer as a result of someone else using your user name and password.

Fees, Payment and Term Of Service.

As consideration for the Services you purchased, you agree to pay EMCoaching the applicable service fee identified at the time of purchase. All fees are due immediately and are NON-REFUNDABLE, except as otherwise stated herein or expressly as required by applicable law. If you qualify, we may extend payment terms to you to allow payment of the services over a period of three months. If you terminate the Services prior to the end of this three-month period, the full amount of the service fee will become immediately due and payable. You agree that the remaining balance may be charged to the credit card account on file. If service fees are disputed with your bank or credit card provider, EMCoaching may take all remedies available to collect fees owed and may recover from you all costs and expenses (including reasonable attorney fees) incurred by EMCoaching to collect such fees.

Product Descriptions

EMCoaching does not warrant that product descriptions are accurate, complete, reliable, current, or error-free.

Sweepstakes and Promotions

From time to time EMCoaching may provide opportunities to participate in special promotions, contests, games, and/or sweepstakes. The rules, regulations, and procedures governing any of the foregoing shall be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of them, you agree to be subject to those rules, regulations, and procedures. Please remember to read the rules carefully before participating. Coupons and special promotions cannot be combined unless specifically authorized.

User Content

User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services, including without limitation, content in the user’s profile, user reviews, testimonials, and/or postings. You acknowledge and agree that EMCoaching is not responsible for any User Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. EMCoaching does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Content.

User Content Restrictions. You agree not to use the Services, or any of EMCoaching’s social media pages or channels to collect, upload, transmit, display, or distribute any User Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third-party.

User Content Responsibilities. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third-party personally identifiable. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by EMCoaching. Because you alone are responsible for your User Content (and not EMCoaching), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy or other applicable laws. EMCoaching is not obligated to backup any User Content and You are solely responsible for creating backup copies of your User Content, if you desire.

Right to Remove Content. You agree that EMCoaching has the right to remove any content, including User Content, from the Services at any time, with or without cause. Posting and sharing content on the Services is a privilege and not a right. EMCoaching also has the right to refuse, move, or block access to any material submitted on or through the Services, and to establish general practices and limits concerning use of the Services. The decision of whether or not to remove content from the Services is within EMCoaching’s sole and complete discretion. EMCoaching has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will EMCoaching be liable for removing or failing to remove any content.

License. You hereby grant, and you represent and warrant that you have the right to grant, to EMCoaching an irrevocable, nonexclusive, royalty-free and fully-paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Feedback. If you provide EMCoaching any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to EMCoaching all rights in the Feedback and agree that EMCoaching shall have the right to use such Feedback and related information in any manner it deems appropriate. EMCoaching will treat any Feedback you provide to EMCoaching as non-confidential and non-proprietary. You agree that you will not submit to EMCoaching any information or ideas that you consider to be confidential or proprietary.

Other Users. Each user of the Services is solely responsible for any and all of its User Content. Your interactions with other users are solely between you and such user. You agree that EMCoaching will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.

Trademarks, Copyright and Proprietary Rights

The “EMCoaching” name is a trademark of EMCoaching. All other company names and trademarks mentioned herein” are the property of their respective owners. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the EMCoaching name or trademark without obtaining the written permission of EMCoaching or such other third party owner, as applicable.

All content on the Services, including but not limited to EMCoaching course materials, recordings, designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client-side code (e.g. HTML, JavaScript, etc.) and server-side code (e.g. active server pages, VBScript, databases, etc.) and all copyrightable elements of the Services, and their selection and arrangement (the “Site Content”) individually and/or collectively, are the proprietary property of EMCoaching and is protected by U.S. copyright law, international treaties and other intellectual property rights. Site Content may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. §107), as amended, and then, only with notices of EMCoaching’s proprietary rights.

You acknowledge that EMCoaching will aggressively enforce its intellectual property rights to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

Restrictions on Age of Purchaser

You must be 18 years of age or older to purchase or use any products or services offered on the Services. In certain jurisdictions, the age of majority may be older than 18, in which case you must satisfy that age in order to become a member.

Third-Party Links and Services

The Services may contain links to third-party websites that are not under the control of or maintained by EMCoaching including advertiser websites and third-party financing companies (the “Linked Sites”). The Linked Sites are not under the control of EMCoaching and EMCoaching is not responsible for the contents of any Linked Site. EMCoaching does not endorse or make any representations about these websites, or any information, materials, or products found thereon. If you access any of the Linked Sites, you do so at your own risk. In no event shall EMCoaching be liable for any loss, claim, damages, or costs that may arise in connection with any dealings with third parties or participation in promotions offered by third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe that your copyrighted material has been copied in a way that constitutes copyright infringement, please contact EMCoaching’s designated Copyright Agent and provide the following information:

A description of the copyrighted work that allegedly has been infringed.
A description of the material that is claimed to be infringing and the URL of where such material is located on the Website, sufficient to permit EMCoaching to locate the material.
Your contact information, including an address, telephone number, and e-mail address.
A statement by you that you have a good faith belief that the disputed use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Your physical or electronic signature.

Send this information to:

By mail:

EMCoaching LLC

Attn: Copyright Agent

9650 Commerce Dr.

Carmel, IN, 46032

By email:

EliaM@EMCoaching.org

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Indemnification

You agree to indemnify, defend and hold harmless EMCoaching, its officers, directors, shareholders, partners, employees, agents, attorneys, affiliates, successors and assigns from any liability, loss, claim and expense, including reasonable attorneys’ fees, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) your breach or violation of these Terms of Service or any applicable state or federal law or (b) your use of the Services. This provision shall survive the termination of these Terms of Service.

Disclaimer

THE INFORMATION ON OUR SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS without any warranties of any kind. YOU AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. EMCoaching DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, or third party rights arising ouT of course of conduct or trade custom or usage. You understand and agree that the operation of OUR SERVICES may involve bugs, errors, problems, or other limitations. EMCoaching HAS no liability whatsoever for your use of OUR SERVICES or use of any information or services accessed through SERVICES. No advice or information, whether oral or written, obtained by you from EMCoaching through the SERVICE shall create any warranty, representation, or guarantee of any kind.

Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you if prohibited by law.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL EMCoaching BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO OUR SERVICES, YOUR USE OF THE SERVICES, OR THE CONTENT OR MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES AND/OR CONTENT IS TO CEASE ALL OF USE.

Some states and other jurisdictions may not allow this limitation of liability, so the forgoing disclaimer may not apply to you if prohibited by applicable law.

Choice of Law

These Terms of Service shall be controlled by the laws of the State of California, giving no effect to any conflict principles.

Agreement to Arbitrate

Any and all disputes, conflicts, problems, controversies, or claims of any kind arising from the relationship of the parties, the Services, these Terms of Service, or the interpretation thereof, no matter how described, pleaded, or styled, shall be submitted to binding arbitration under the substantive and procedural requirements of the Federal Arbitration Act. The arbitration shall be conducted by a single, neutral arbitrator chosen by the parties, conducted under the Consumer-Related Disputes Supplementary Procedures of the American Arbitration Association, conducted at San Diego California. The parties agree that the arbitrator, and not a court, shall have exclusive jurisdiction over the interpretation, validity, and scope of this arbitration agreement. The costs of the arbitration filing fee, arbitrator’s compensation, and facilities fees will be paid by EMCoaching. Each party shall pay for its own attorneys’ fees and costs. Any dispute or claim shall be brought solely in that party’s individual capacity, and not as a plaintiff or class member in any purported class action, representative proceeding, mass action or consolidated action. Neither party shall file or maintain any lawsuit in any court against the other, and agree that any suit filed in violation of this arbitration agreement shall be dismissed by the court in favor of an arbitration conducted pursuant to this arbitration agreement and all costs and attorneys’ fees incurred in enforcing this provision shall be paid by the party that filed the lawsuit, except that this provision does not affect either party’s right to seek relief in small claims court for disputes or claims within the scope of its jurisdiction. If this arbitration agreement is declared unenforceable and cannot be administered, interpreted, or modified to be enforceable, the parties agree to waive any right to a jury trial with respect to any dispute to which the arbitration agreement applies. This provision shall survive the termination of these Terms of Service.

BY ACCEPTING THESE TERMS OF SERVICE YOU ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND ANY RIGHTS YOU MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS.

Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these terms refer from us electronically, including without limitation by e-mail or other electronic communication technology that may hereafter be developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by emailing EliaM@EMCoaching.org and discontinue your use of our Services. In such event, all rights granted to you pursuant to these Terms of Service, including, without limitation, the licenses to use the Services set forth above, shall automatically terminate. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy.

Assignment

These Terms of Service and our rights hereunder may be assigned, in whole or in part, by EMCoaching to a third party, in our sole discretion, in connection with a merger, acquisition, reorganization or sale of substantially all of our assets, or otherwise, in whole or in part. You may not assign, sublicense, or delegate your rights hereunder.

Severability

If any provision of these Terms of Service shall be adjudged by any arbitrator or court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect.

Contact

If you have any questions about these Terms of Service you may contact us at:

EMCoaching LLC

9650 Commerce Dr.

Carmel, IN, 46032

Eliam@emcoaching.org

(317) 660-1787