COACH BIZ SOLUTIONS, INC.

CUSTOMER TERMS AND CONDITIONS

 

  1. Applicability:
    1. These terms and conditions (these “Terms”) are the only terms that govern this Agreement.
    2. The accompanying Privacy Policy, Master Services Agreement, and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
    3. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. 

 

  1. Use of the Coach Biz Solutions, Inc. services:
    1. Our Protection of your data- Please refer to our privacy policy for information on how we protect your data.
    2. Registration – Certain sections of this website may require you to register as a user or create an account. By registering or creating an account, you agree to provide accurate and complete information and to inform us of any changes to that information. Each registration is for a single user only, unless otherwise expressly provided on the registration page. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you believe there has been unauthorized use, you must notify us immediately.

 

  1. Fees and Payment for purchased Services
    1. Fees – Fees will be based on the type of subscription the Customer chooses at registration or through modification of their original agreement.
    2. Invoicing and Payments – There will be recurring credit card billing for subscriptions based on the service selected.
    3. Overdue Charges and Suspension – In cases where the credit card on file fails for some reason, a notice will be sent immediately, and again after 3 days. Any overdue amount past 10 days will result in suspension of service.  At least 10 days’ notice will be provided before service is suspended.  In the case of service suspension or cancellation by the client, their site will be maintained for another 30 days to give them time to redeem and bring current their payments.  After the 30 days, the site will be deleted including all data and documents associated with their page. 

 

  1. Proprietary Rights
    1. Patents, Copyrights and Trademarks
      1. The technology and content provided on this website are owned by or licensed to Coach Biz Solutions, Inc. and protected by United States and international intellectual property laws. Coach Biz Solutions, Inc. and its licensors retain all proprietary rights to that content and technology. Please see notices on individual referenced sites, products and services for additional notices and information. The trademarks, service marks, trade names and logos appearing on this site are trademarks of Coach Biz Solutions, Inc. and or its affiliates or licensors.
    2. License
      1. By offering this website for use, we provide you with a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use of the information and services on this website, strictly subject to and in accordance with these Terms. We reserve the right to terminate this license at any time and for any reason. Your failure to comply with these Terms will result in automatic termination of this license, with or without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited license set forth in these Terms, Coach Biz Solutions, Inc. does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
    3. Usage Restrictions

By accessing, browsing, or using this website, you agree to the following restrictions:

  1. you will not use, intentionally or unintentionally any of the content, information, or services on this website in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law.
  2. you will not use this website in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of our computer systems, including, but not limited to, the servers, networks, and other components connected to or used for this website
  • you will not interfere with any other party’s use and enjoyment of this website, or of any of the content, information, or services provided on this website;
  1. to the extent that you are able to upload, post or otherwise transmit content using this site you will not upload, post, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  2. you will not upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  3. you will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for this website, through password mining, hacking, or any other means;
  • you will not seek to gain access to any materials or information through any means not intentionally made available by us;
  • you will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or otherwise exploit this website, or any portion hereof without Coach Biz Solutions, Inc. prior written consent, except that you may reproduce limited content from this site describing Coach Biz Solutions, Inc. products and services solely to educate users or potential users about Coach Biz Solutions, Inc. products or services ;
  1. you will not use any framing techniques to enclose any portion of this website (including, but not limited to, images, text, page layout, and form) without Coach Biz Solutions, Inc. prior written consent;
  2. you will not make any use of the trademarks, service marks, trade names, logos, and graphics on this website without Coach Biz Solutions, Inc. prior written consent;
  3. you will not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities, or users;
  • you will not use any robot, spider, other automatic software or device, or manual process to monitor or copy our website or the content, information, or services on this website without Coach Biz Solutions, Inc. prior written consent;
  • you will not collect any email addresses made available on this site for purposes of promotions or marketing campaigns;
  • you will not distribute, on or through this website, any advertising; promotion; solicitation for goods, services, or funds; or solicitation for others to become members of any enterprise or organization without Coach Biz Solutions, Inc. prior written permission; and
  1. you will not use or otherwise export or re-export this website, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country.

 

  1. Confidentiality
    1. Definition of Confidential Information – “Confidential Information” shall mean any business, marketing, sales, financial or technical information, including, without limitation, any information relating to present or future business affairs, operations, methods, techniques, operations, financial condition, reports, research, product plans, products, developments, processes, models, designs, drawings, formulae, markets, software (including source and object code), algorithms, business plans or agreements between Coach Biz Solutions, Inc. and Customer, or with third parties, and all other information of any kind disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether such information is in written, oral, graphic or machine-readable form. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) has been or becomes published or is now or is in the future in the public domain through no action of the Receiving Party; (ii) prior to disclosure hereunder, is within the legitimate possession of the Receiving Party as evidenced by competent written proof; (iii) subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of the third party’s rights to disseminate the information and without notice of any restriction against its further disclosure; (iv) is independently developed or acquired by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information; or (v) is approved for release by written authorization of the Disclosing Party; or (vi) is required to be disclosed by law.
    2. Nondisclosure – The Confidential Information shall be kept confidential by the Receiving Party and not disclosed to any third parties. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to its affiliates’ directors, officers, employees, consultants, contractors and agents (collectively, “Representatives”) only if such Representatives need to know the Confidential Information in connection with the discussions and are bound by confidentiality obligations similar to those contained herein. The Receiving Party shall: (i) inform each of its Representatives receiving Confidential Information of the confidential nature of the Confidential Information and of this Agreement; (ii) direct its Representatives to treat the Confidential Information confidentially and not to use it other than in connection with the discussions; and (iii) be responsible for any improper use of the Confidential Information by the Receiving Party or its Representatives.

 

  1. WARRANTIES AND DISCLAIMERS

COACH BIZ SOLUTIONS, INC. PROVIDES THIS WEBSITE “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO:

  1. WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, AND DELAYS; WARRANTIES THAT ACCESS TO ANY PRODUCT WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE; WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE; AND WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF, COACH BIZ SOLUTIONS, INC.

 

  1. BY ACCESSING, BROWSING, OR USING THIS WEBSITE, YOU ACKNOWLEDGE THAT PROVISION OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA; THIS SITE, AND THE PRODUCTS AND SERVICES REFERENCED HEREIN MAY NOT SATISFY CUSTOMER REQUIREMENTS NOT EXPRESSLY STATED IN THE CUSTOMER AGREEMENT IN NO EVENT WILL COACH BIZ SOLUTIONS, INC. BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH USE OF THIS WEBSITE, WHETHER OR NOT COACH BIZ SOLUTIONS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; ANY CLAIM(S) RELATING IN ANY WAY TO CUSTOMER’S INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY COACH BIZ SOLUTIONS, INC.; ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER IN RELIANCE UPON THE AVAILABILITY OF OR CONTENT MADE AVAILABLE THROUGH THIS WEBSITE.

 

  1. INDEMNIFICATION- YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COACH BIZ SOLUTIONS, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS BY YOU.

 

  1. LIMITATION OF LIABILITY:
    1. IN NO EVENT SHALL COACH BIZ SOLUTIONS, INC. BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL COACH BIZ SOLUTIONS, INC. AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COACH BIZ SOLUTIONS, INC. PURSUANT TO THIS AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

 

  1. Termination:
    1. Customer acknowledges and agrees that Coach Biz Solutions, Inc. in its sole discretion, may terminate your website access if your conduct is found to be unlawful, inconsistent with, or in violation of, the letter or spirit of these Terms, or for any other reason, Coach Biz Solutions, Inc. shall not be liable to you or any third party for termination of website access. Should you object to any terms and conditions of these Terms, or to any subsequent modifications thereto, your only recourse is to immediately discontinue use of the website.
    2. Refund or Payment upon Termination – No refunds will be given except during the first thirty days of Agreement.
    3. Return of Your Data – Any data entered into the site during the 30-day trial period will be lost if you do not purchase a subscription. The data is your responsibility to export. You are responsible for removing it from the site prior to the end of the term. If we terminate your service for nonpayment, we will provide your data as an export or download upon request, if your request is made within 30 days of the termination.
    4. Surviving Provision – The terms of this Agreement will survive termination for a period of two years from the termination date.

 

  1. Subscription to Services
    1. Your Coach Biz Solutions, Inc. subscription, which may start with a free 30 day trial, will continue month-to-month unless and until you cancel your membership or we terminate it. We will bill your on file payment method monthly.  You must cancel your subscription with at least 30 days written notice to avoid automatic billing. 
    2. Your Coach Biz Solutions, Inc. subscription may start with a free trial. The free trial lasts for a period of 30 days.  If you fail to cancel your subscription prior to the end of the free trial period, we will automatically bill your selected payment method. 
    3. By starting a subscription with Coach Biz Solutions, Inc., you authorize us to charge you a monthly fee at the current rate selected in your Master Service Agreement.
    4. We reserve the right to adjust pricing in any manner as we may determine in our sole and absolute discretion. Any changes will be provided by the communication method selected. 

 

  1. Governing Law and Jurisdiction – These Terms are governed by and construed in accordance with the laws of the State of Texas, and any action arising out of or relating to these terms shall be filed only in state or federal courts located in Grimes County, Texas, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

 

  1. Notice – Any notice given in connection with this Agreement shall be in writing and shall be delivered either by e-mail, U.S. mail, certified mail, or fax. Notice shall be deemed delivered immediately upon personal service or facsimile transmission or forty-eight (48) hours after depositing notice or demand in the United States mail.  Either party may change its address by giving written notice of the change to the other party.

 

  1. Relationship of Parties – The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

 

  1. Links to Third Party Sites – This Site may provide links to other third-party World Wide Web sites or resources. Coach Biz Solutions, Inc. makes no representations whatsoever about any other web site which you may access through this Site. Because Coach Biz Solutions, Inc. has no control over such sites and resources, you acknowledge and agree that Coach Biz Solutions, Inc. is not responsible for the availability of such external sites or resources and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such sites or resources. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. References on this Site to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to you, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. Coach Biz Solutions, Inc. makes no representation or warranty as to any third party Content, products or services, and you agree that Coach Biz Solutions, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party Content, products or services available on or through any such site or resource.

 

  1. Waiver – No waiver by Coach Biz Solutions, Inc. of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Coach Biz Solutions, Inc. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof.  No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

 

  1. Severability – If any provision of these Terms is deemed unlawful, void, or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

 

  1. Attorney’s Fees –In the event a lawsuit of any kind is instituted under this Agreement or to obtain performance of any kind under this Agreement, the prevailing party shall be entitled to additional sums as the court may adjudge for reasonable attorneys’ fees, subject to the other party’s right to appeal.

 

  1. Force Majeure – Neither party shall be liable for or deemed to be in default for any delay or failure to perform under this Agreement if such delay or failure to perform results from an act of God, civil or military authority, act of war, riot, insurrection, escalation of hostilities, or other occurrence beyond that party’s control.   In such case, the intervening cause must not be caused by the party asserting it and the excused party is obligated to promptly perform in accordance with the terms of this Agreement after the intervening cause ceases. 

 

  1. No Third Party Beneficiaries – This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

 

  1. Assignment – Customer shall not assign any of its rights or delate any of its obligations under this Agreement without the prior written consent of Coach Biz Solutions, Inc. Any purported assignment or delegation in violation of this Section is null and void.  No assignment or delegation relieves Customer of any of its obligations under this Agreement. 

 

 

  1. Entire Agreement – This Agreement represents the entire Agreement between the parties with respect to the subject matter hereof, superseding all previous oral or written communications, representations or agreements. This Agreement may be modified only by a duly authorized and executed writing signed by both parties.
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