Terms and Conditions of Use

https://www.teach1sports.com/

1. Acceptance of Terms

Teach1Sports, LLC, a California Limited Liability Company (referred to as “Teach1Sports,” “teach1sports.com” or “us” or “we”), provides https://www.teach1sports.com/ (referred to as the “Site”), and its online platform connecting Athletes with qualified Coaches and Trainers (collectively referred to as “members,” “enrollees,” or “users”) on teach1sports.com (collectively referred to as “Offerings”), subject to your compliance with the following Terms and Conditions of Use (“Terms”), as well as any other written agreement(s) between us and you.

1.1.We reserve the right to change these Terms and Conditions of Use from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgment and acceptance of the modified Terms.

1.2.As used in these Terms, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and delivering this Site and/or contents and Offerings available on this Site.

1.3.BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES OR OFFERINGS.

2. Offerings

2.1.Teach1Sports provides a number of Offerings and/or Services for users on its Site. We provide a unique opportunity allowing qualified trainers and coaches (collectively referred to as “Trainer/Coach Members”) to connect with and sell their services to individuals (referred to as “Athletes”) via teach1sports.com. Coach Members may subscribe to teach1sports.com on an annual subscription fee basis in order to offer their services to Athletes on teach1sports.com. Moreover, Athletes may register with us for free in order to browse teach1sports.com, and retain the services of a Coach Member.

2.2.Unless explicitly stated otherwise, any new features that augment or enhance the current Offerings or Services, including the release of new Teach1Sports features, shall be subject to these Terms. You understand and agree that all Teach1Sports services are provided “as-is” and that Teach1Sports assumes no responsibility for the timeliness, deletion, or failure to store any user communications or personalization settings. In order to use Teach1Sports service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet.

2.3.No Guarantee. Although Teach1Sports works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific or consistent experiences from using the Site or Offerings available on this Site.

2.4.Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis- delivery or failure to store any user communications, material posted by you, or personalization settings.

3. Awareness of Risk & Medical Considerations

3.1.The information provided through this Site or sent to you by a Teach1Sports trainer or coach is intended to assist you in your fitness efforts. All information is of a general nature and is furnished for informational purposes only. You acknowledge and understand that Teach1Sports is not a medical organization, hospital or staffed by medically trained personnel. The information provided through this site is not intended as a substitute for medical counseling, or the professional advice of your personal physician. Before you begin any fitness or nutrition program, consult your physician to determine if the fitness or nutrition program is right for your needs. Do not start a fitness or nutrition program if your physician advises against it. Please note that the site’s trainers, coaches, affiliates or employees cannot provide you with medical advice and nothing that you may read on this site or that is otherwise provided to you by the site’s trainers, affiliates or employees should be construed as such. Although Teach1Sports and the site’s trainers, affiliates and employees makes an effort to provide quality information to you, Teach1Sports disclaims any implied guarantee regarding the accuracy, completeness, timeliness, or relevance of any information provided through this site or sent to you by a Teach1Sports trainer, coach or the site. For example, health, diet & fitness advice is often subject to updating and refining due to medical research and developments. No assurance can be given that the information provided through this site will reflect the most recent findings or developments with respect to the particular material. The site is intended for use only by healthy adult individuals. The site is not intended for use by minors or individuals with any type of health condition. Such individuals are specifically advised to seek professional medical advice prior to initiating any fitness or nutrition effort or program.

3.2.Awareness of Risk. You warrant that you fully understand the nature of the activities you are choosing to engage in (e.g. fitness session with coaches and trainers) and you find no reason why you are physically or mentally unable to perform the required actions in order to safely accomplish these activities. You are fully aware and understand that the activities in which you may be participating in under the arrangement of Teach1Sports, its employees, agents, and associates are potentially dangerous and that there are risks inherent in all physical activities, that may arise from foreseeable or unforeseeable causes and you understand that these risks may be brought about by your own actions or inactions. You fully accept all such risk and responsibilities costs, damages, and losses that may come to you in result of your participation.

3.3.Medical Consideration: If you have any medical or psychological conditions, it’s important you let us know well before departure so that we can make extra arrangements if necessary. Teach1Sports and its coaches/trainers have the right to disqualify anyone at any time if they feel the Athlete member is mentally or physically incapable to continue.

3.4.Participants under the age of 18 years old may only participate in a Teach1Sports session after verified parental or guardian consent is submitted.

4. Access to Teach1Sports.com

4.1.Be sure to carefully read and understand all of the rights and restrictions described in these Terms. All potential members or enrollees are asked to review and either accept or not accept the Terms. Users cannot subscribe to this service without first accepting the Terms and by registering with Teach1Sports as a member means you accept the Terms.

4.2.Access by any and all enrollees or members to teach1sports.com requires the use of a user-id and a password. You will have a password and user-id upon completing the enrollment process thereby registering with Teach1Sports. By using Teach1Sports, you are hereby agreeing to not allow other users to enter Teach1Sports using your user-id and password. You are responsible for maintaining the confidentiality of the password and user-id and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Teach1Sports at info@teach1sports.com of any unauthorized use of your password or user-id or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Teach1Sports cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. You also agree not to violate, circumvent, decompile, disassemble, reverse- engineer, or otherwise tamper with any of the features, applications or elements of Teach1Sports, nor to attempt or assist another person to do so.

In the event that you violate this Agreement, Teach1Sports maintains the absolute right to terminate the user account for the use of Teach1Sports.

4.3.In order to use the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the enrollment form (such information called the “Registration Data”) and (b) maintain and promptly update the Registration Data as and when they change. If you provide any information that is untrue, inaccurate, not current or incomplete, or Teach1Sports has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Teach1Sports has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

4.4.By using our Site, you represent that you are at least 13 years old. The Site is not intended for use by individuals 13 years of age or younger. Teach1Sports does not solicit personal information directly from children 13 years of age and under, nor do we knowingly collect personal information from children who may visit our site. Children under the age of 13 may not register for this site and parents or legal guardians may not register on their behalf. Persons who are at least 13 years of age but under the age of 18 may only use our Sites with parental or legal guardian consent. Accordingly, you agree that you are at least 18 years of age or older OR possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site.

4.5.You agree that Teach1Sports may use the information it collects during registration or other offerings provided by Teach1Sports. Additionally, you agree that this data can be used, in an anonymous aggregated form, to build Teach1Sports statistical database. You understand that Teach1Sports is not obligated to provide service to all and may limit its membership at its sole discretion for its commercial purposes.

5. Registration, Membership & Billing for Coach/Trainer Members: Coaches and/or Trainers using the service to offer training, instruction, guidance or to offer to sell training or coaching session are “Coach or Trainer Members” (also referred to as Coaches, Trainers, or other terms depending on the training, instruction or guidance they offer through the Site).

5.1.Registration: Upon registration, you are required to provide certain information about your certification, education and qualifications as a fitness instructor. By providing this information, you authorize a background check to verify the accuracy of the information provided to be conducted by Teach1Sports, contractors or authorized third parties. Teach1Sports will not approve Trainers or Coaches that have not been verified. Teach1Sports reserves the right to reject your Membership for any reason. Members who wish to become a Coach/Trainer on teach1sports.com acknowledge that they may be subject to, and must agree in writing to comply with, additional terms and conditions that may be provided at a future date.

5.2.Membership Fee:Membership requires you to pay an annual recurring fee to use the Site (the “Membership Fee”), as described in Section 5.3 below. Any additional terms related to the Membership Fee may be presented to you during the registration process and are deemed part of these Terms.

5.3.Recurring Billing:By starting your Teach1Sports membership, you are authorizing Teach1Sports to charge you the ANNUAL Membership Fee associated with the type of membership you chose during registration. You also authorize Teach1Sports to charge you the Membership Fee at the then-current rate to the Payment Method you provided during registration. Please note that prices and charges are subject to change with notice. As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. You also authorize Teach1Sports to renew your membership and bill you the Membership Fee at the then-current rate against your Payment Method on the renewal date. You authorize Teach1Sports to renew the membership unless and until you cancel your membership. The recurring renewal and payment dates depend on the current membership type at the time of renewal. You acknowledge that the amount billed each billing period may vary for reasons that include differing amounts due to changes in your membership plan, and you authorize us to charge your Payment Method for such varying amounts. Payments are nonrefundable and there are no refunds or credits for partially used periods. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes via e-mail. If you want to use a different Payment Method or if there is a change in Payment Method, such as your credit card number, expiration date, etc., you may edit your Payment Method information from your Account management page. If your Payment Method reaches its expiration date and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you authorize us to continue billing that Payment Method and you remain responsible for any uncollected amounts. YOU MUST PROMPTY NOTIFY TEACH1SPORTS IF YOUR PAYMENT METHOD IS CANCELLED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY.

5.4.Ongoing Membership: Your Teach1Sports membership will continue in effect unless and until you cancel your membership or we terminate your membership. You authorize Teach1Sports to renew your membership automatically until you cancel your membership at the time of renewal. You may cancel your membership as per Section 4.4 of these Terms (located below).

5.5.Cancellation:You may cancel your membership at any time by emailing us at info@teach1sports.com. Cancellation will be effective immediately. If you cancel prior to the end of the current (annual) billing period, you will continue to have access to the program until that billing period ends. However, if you fail to cancel your membership before a new billing period begins you will be charged the Membership Fee at the then- current rate for that billing period plus any applicable tax to the Payment Method you provided. We do not provide refunds or credits for any partially used billing periods.

5.6.Payment:Teach1Sports shall pay Trainers/Coaches an amount equal to the percentage of revenue actually received (in US dollars) for each training/coaching transaction executed on the Service, less certain costs deducted in accordance with Teach1Sports’ then-current practices or policies as may be changed from time to time without notice, including without limitation, transactions fees, charge backs, bad debt, taxes, commission, referral fees and technology fees related to the Service. The percentage of payment to a particular Coach or Trainer will be presented and agreed to by the Coach or Trainer during the registration process. For each applicable month during the term of your membership, Teach1Sports shall disburse payments within 30 days of the close of each calendar month. Teach1Sports may choose to disburse payments more frequently, such as making payments every 14 days, but is under no obligation to do so. To the extent any dispute arises regarding payment amounts, the Parties hereby agree that Teach1Sports records with respect with the amounts to be paid shall control.

5.7.Insurance:Teach1Sports recommend that Coaches/Trainers purchase appropriate general liability and professional liability insurance prior to using the Teach1Sports service.

5.8.No Solicitation of Athlete Members:As a result of creating a Coach/Trainer Membership Account, you agree that you may not do either of the following: (1) call on, solicit, or take away any of Teach1Sports Athlete Members or potential Athlete Members, as a result of performing services with Teach1Sports; or (2) solicit or hire away any of Teach1Sports employees or other Coaches/Trainers you became aware of as a result of performing services with Teach1Sports.

5.9.Relationship between Teach1Sports & Coaches/Trainers:THE COACHES AND TRAINERS REFERENCES IN THIS AGREEMENT AND THROUGH THE SERVICE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF TEACH1SPORTS. TEACH1SPORTS IS NOT LIABLE FOR THE ACTS, ERRORS, OMMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF COACHES AND TRAINERS OR FROM ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

6. Membership for Athlete Members:

6.1.Athlete Members (“Athletes”) using the Service to receive training, instruction, and guidance provided by Teach1Sports registered Coaches and Trainers may register free of charge. Once registered, Athletes can use the Service to schedule instructional and training events and lessons (each a “Training or Coaching Session”). Athletes will be presented with the cost of each Training Session during the scheduling process. Payments for each Training Session will be processed at the time of scheduling the Training Session or shortly thereafter. By purchasing a session on teach1sports.com, you are authorizing Teach1Sports to charge you the fee associated with the type session you chose, at the then-current rate to the Payment Method you provided. Please note that prices and charges are subject to change with notice. As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. Payments are nonrefundable and there are no refunds or credits for partially used unused sessions. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes via e-mail. If you want to use a different Payment Method or if there is a change in Payment Method, such as your credit card number, expiration date, etc., you may edit your Payment Method information from your Account page. Athletes may also decide to purchase “Bundled Sessions“ which entitle them to a pre-determined number of Training Sessions in a given period of time for a lower price than a per-session booking. The terms of these “Bundled Sessions” are set forth on the site.

6.2.Refunds:Please see Section 7 (below) regarding refunds for Cancelled Training Sessions. Other than Cancelled Sessions, Teach1Sports offers a 100% money back guarantee if you were not pleased with the session after the session was performed. “Bundle Sessions” are nonrefundable.

6.3.Ongoing Membership:Your Teach1Sports membership will continue in effect unless and until you cancel your membership or we terminate your membership.

6.4.Cancellation:You may cancel your membership at any time using your Account Management page, and cancellation will be effective immediately.

7. Cancellation of Training Sessions: Athletes and Coaches/Trainers may cancel Training Sessions between the time the Athletes schedules a Training Session and 24 hours prior to the scheduled commencement of the Training Session (the “Cancellation Period”)

7.1.If an Athlete or Coach/Trainer cancels a Training Session during the Cancellation Period, the Athlete will receive a full refund for the cost of the Training Session, and the Coach/Trainer will not receive payment for the Training Session

7.2.If the Athlete cancels a Training Session outside of the Cancellation Period, the Athlete will not receive a refund, and the Coach/Trainer will receive payment for the cancelled Training Session.

7.3.If the Coach/Trainer cancels a Training Session outside of the Cancellation Period, the Athlete will receive a “makeup session” with the same coach/trainer at another time. The Coach/Trainer will not receive payment for the cancelled Training Session.

8. Promotions and Offers:We may, as part of our services to users, encourage you to participate and enjoy our promotions. The following terms and conditions apply to all offers and promotions, unless otherwise stated. By accepting any promotional offer, you agree to be bound by the following additional terms. The Site reserves the right to send particular promotions to particular Athlete, Coach or Trainer Members, and other individuals. Price discounts cannot be used together or combined with other discount offers or promotional offers. Promotional offers are intended for the addressed recipient only and cannot be transferred. If you are not the intended recipient, then the offer is null and void. Unless you have elected not to receive promotional information, we may also use any personal information you provide to us (including your email address), to provide you (by email or otherwise) with information regarding our contests and promotions, as further described in our Privacy Policy. We may request further information from you if you wish to participate in our promotions and offers. Participation in these promotions is completely voluntary. Therefore, you have the choice to decline to participate in any promotion where you are required to provide further information about yourself.

9. NO ENDORSEMENTS:Teach1Sports does not endorse or recommend any particular trainer or coach on the Site. Any statements, programs, opinions, or other information that may be provided to you by a trainer, coach, or other Athlete member are solely attributable to the trainer/coach or member – not Teach1Sports or the Site. Reliance on any information provided by a trainer, coach, or other member on or through the Site is solely at your own risk. Before you begin any fitness or nutrition programs, consult your physician to determine if the fitness or nutrition programs are right for your needs. Teach1Sports makes no representations or warranties as to the conduct, ability or the efficacy, accuracy, completeness, timeliness or relevance of the information provided by the Teach1Sports trainers and/or the services provided by said coach/trainer or by third parties featured on the site including but not limited to, celebrity coach/trainers. In no event shall Teach1Sports be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the site, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from your use of any information, program or suggestion provided to you by a coach/trainer or communications or meetings between coaches/trainers and members of or any other persons you meet through the site. You agree to take reasonable precautions in all interactions with trainers, third parties and other members, particularly if you decide to meet offline or in person.

10. Site Conduct, Posting Policies & Third Party Websites

10.1.User-Created Content Guidelines:Your use of the Site, including and review or comment posting features, is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code, information, pictures, or other material that: (a) is unlawful, threatening, abusive, harassing, defamatory, deceptive, inaccurate, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (b) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (c) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (d) consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (e) contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party; (f) breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site; (g) impersonates any person or entity, including any of our employees or representatives.

11. No Endorsement.Teach1Sports neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor comments posted on the Site, we and our agents reserve the right to remove any and all postings, in our sole discretion and without prior notice to you. Teach1Sports and its Agents are not responsible for any failure or delay in removing such postings.

12. Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.

13. Products and Promotions.From time to time, this Site may include advertisements or information about products and promotions offered by third parties. You may purchase products from or participate in promotions of third parties whose promotions or products are listed on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the third party. We assume no liability, obligation or responsibility for any part of any such purchase or promotion.

14. Teach1Sports Intellectual Property

14.1.Content.For purposes of these Terms, “content” is defined as any information, communications, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by Teach1Sports, Inc., or our Affiliates.

14.2.Ownership of Content.All contents of the Site are: Copyright © 2013 Teach1Sports, Inc. All rights reserved. All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with Teach1Sports prior express written consent. Any use of the content other than as permitted by these Terms, or any other unauthorized use of the content may make you liable to Teach1Sports for violation of intellectual property rights.

14.3.Trademarks.Trademarks or service marks of Teach1Sports include, but are not limited to, Teach1SportsTM; teach1sports.comTM; and the Teach1Sports logo. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Teach1Sports, LLC., or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Teach1Sports, teach1sports.com, or our Affiliates.

14.4.Site Use.Teach1Sports grants you a limited, revocable, nonexclusive license to use the Site solely for your own personal purposes only and not for republication, distribution, assignment, sublicense, sale, commercial use, preparation of derivative works, or other use. You may not use any content from the Site for commercial use. You agree not to copy the site, reverse engineer or break into the site, or use materials, products or services in violation of any law. Any use of the Site or the content or materials contained therein, other than as specifically authorized in the Agreement, without the prior written permission of Teach1Sports, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in the Agreement shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. Teach1Sports reserves the right, without notice and in its sole discretion, to terminate your license to use the Site at any time and to block or prevent your future access to, and use of, the Site.

14.5.No Warranty for Third-Party Infringement.Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.

15. Your Intellectual Property Rights.Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by email or other means (e.g. via E- Mail), for any reason, will be treated as non-confidential and non-proprietary user content (“User Content”). While you retain all rights to the User Content, you grant us (including our employees and Affiliates), a non-exclusive, paid-up, perpetual, and worldwide license to copy, distribute, display, publish, translate, adapt, modify, and otherwise use the User Content for any purpose whatsoever, regardless of the form or medium in which it is used.

16.We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing or User Content, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).

17If you believe that you or someone else’s copyright has been infringed by teach1sports.com or User Content provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to us immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:

i.Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;

ii.Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);

iii.The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);

iv.A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;

v.A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and

vi.The Rights Holder’s electronic signature. Notice may be sent to us info@teach1sports.com. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our Site without liability to you or any other party.

18. Confidential Information.As stated above, all communications sent by you to us will be treated as non-confidential and non-proprietary (subject to our privacy policy). Please do not submit confidential or proprietary information to us (including patentable ideas, new content suggestions or business proposals) unless we have mutually agreed in writing otherwise. Ideas that we receive unsolicited will be treated as property owned by Teach1Sports and will not be returned to you.

19. Privacy & Security

19.1.Login Required.In order to access some of the Offerings on this Site, or to post User Content, you are required to set up an account and password. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

19.2.Passwords & Security.If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password and that you are fully responsible for all activities that occur under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.

20. Disclaimer

20.1.ALL CONTENT AND OFFERINGS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS 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, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR NEEDS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCT INFORMATION AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS. THE USE OF THE OFFERINGS OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES YOU INCUR AS A RESULT.

Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or Offerings provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE, INCLUDING ANY OFFERINGS OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, THE ADDITION OF FREE OR FEE-BASED SERVICES OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT OFFERINGS ON THIS SITE SHALL ALSO BE SUBJECT TO THESE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

21. Limitation of Liability & Indemnification:IN NO EVENT SHALL WE OR OUR AFFILIATES 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, DATA OR PROFIT LOSS; YOUR USE OF THE INFORMATION OR CONTENT CONTAINED ON THE SITE; OR YOUR RELIANCE UPON THE ACCURACY OF INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION. You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

22. Termination of Use

22.1.Grounds for Termination.You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.

22.2.No Right to Offerings Upon Termination.Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3 through 11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.

 

23. Miscellaneous Provisions

23.1.International Use.Although this Site may be accessible worldwide, those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Site is void where prohibited.

 

23.2.Governing Law.This Site (excluding any Third Party websites) is controlled by us from our offices in Oakland, California, and the statutes and laws of the State of California shall be controlling, without regard to the conflicts of laws principles thereof. Any dispute arising out of this Agreement or your use of the Site shall be decided solely and exclusively by State or Federal courts located in Alameda County, California. Any party who unsuccessfully challenges the enforceability of this forum selection clause shall reimburse the prevailing party for its attorney’s fees, and the party prevailing in any such dispute shall be awarded its attorneys’ fees.

 

23.3.Notices.All notices to Teach1Sports or teach1sports.com shall be in writing and shall be sent to info@teach1sports.com. You agree to allow us to submit notices to you using the email address provided by you in the Registration Info. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date when transmitted by email.

 

23.4.No Resale Right.You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through this Site, beyond the limited rights granted to you under Section 4 of these Terms.

 

23.5.Force Majeure.In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

 

23.6.Savings Clause.If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

 

23.7.No Waiver.Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

 

23.8.Entire Agreement. These Terms and Conditions, and Privacy Policy constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.