Terms of Service

a. Coaching Management Solution

The 8404COACHING.COM Platform is an all-in-one Platform for coaches ("Coach Users") which includes document management, storage, goal tracking, reporting, scheduling, and other features to support the management of a coaching practice. The Coach Management Solution is subject to the fees and charges on the Site.

b. Marketplace

The Platform allows Coach Users to invite and manage relationships with clients outside the platform and invite them to become Client Users. The Marketplace allows Client Users to find coaches through 8404COACHING.COM's virtual community. 8404COACHING.COM does not vouch for any of its users and simply provides the Marketplace which allows Coach Users and Client Users to transact with each other. Coach Users must meet minimum requirements — (i) five previous coaching clients and (ii) fifty coached hours minimum — to be listed through the Marketplace.

c. No Coaching Advice from 8404COACHING.COM

We do not offer any coaching advice, services, recommendations, or referrals. Coach Users are not employees or agents of 8404COACHING.COM. Any coaching services provided by a Coach User are an agreement between Coach User and Client User. Coach Users are required to provide a written agreement to Client Users specifying the terms, description of coaching services, fees, and payment terms. 8404COACHING.COM shall not be held responsible or liable for the actions or omissions of any Coach User or Client User.

d. No Warranty of Coach Qualifications

We do not make any warranty, guarantee, or representation as to the coaching ability, competence, quality, or qualifications of any Coach User. 8404COACHING.COM does not warrant or guarantee that Coach Users are covered by professional liability insurance. 8404COACHING.COM encourages you to research any Coach User before accepting an agreement for coaching services.

e. Your Representations

You represent and warrant that: (i) you have the authority and are of legal age to bind yourself to these Terms; (ii) your use of the Service will be solely for permitted purposes; (iii) your use will not infringe any intellectual property rights; and (iv) your use will comply with all applicable laws, rules, and regulations.

a. Grant of Access

Subject to your payment of applicable Fees and compliance with these Terms, 8404COACHING.COM grants you a non-exclusive, non-transferable, non-sublicensable right during the Service Term to access and use the Services solely for internal use by Authorized Users. 8404COACHING.COM shall provide necessary passwords and network links to allow you to access the Services.

b. Restrictions

You shall not use the Services beyond the scope of access granted. You shall not permit any Authorized Users to: (i) copy, modify, or create derivative works; (ii) rent, lease, sell, license, or sublicense the Services; (iii) reverse engineer or decompile any software component; (iv) remove any proprietary notices; or (v) use the Services in any manner that violates any intellectual property right or applicable law.

c. Reserved Rights

8404COACHING.COM reserves all rights not expressly granted. Except for the limited rights expressly granted, nothing in these Terms grants by implication, waiver, estoppel, or otherwise any intellectual property rights or other rights in or to any 8404COACHING.COM IP.

d. Service Suspension

8404COACHING.COM may temporarily or permanently suspend your access to all or part of the Services if: (i) there is a threat or attack on any 8404COACHING.COM IP; (ii) your use disrupts or poses a security risk; (iii) you are using the Services for fraudulent or illegal activities; (iv) you have ceased business operations or become subject to bankruptcy proceedings; or (v) provision of the Services is prohibited by applicable law. 8404COACHING.COM will use commercially reasonable efforts to provide written notice of any Service Suspension and to resume Services as soon as reasonably possible.

a. Account Information

You agree that all information provided to 8404COACHING.COM will be true, accurate, current, and complete, and you agree to promptly update it whenever it changes. You are entirely responsible for maintaining the confidentiality of your account information and password. You agree not to use the account or credentials of another individual, and to notify us immediately if you suspect any unauthorized use of your account.

b. Authorized Users

You are solely responsible and liable for all uses of, and activities occurring under, your credentials and account. You are responsible for all acts and omissions of Authorized Users. You shall make all Authorized Users aware of these Terms and ensure compliance. You shall remain solely responsible for any Client Data in your possession and all uses thereof.

c. Compliance

You represent and warrant to 8404COACHING.COM that the coaching agreements and authorizations provided under Section 5 shall be sufficient to satisfy all requirements under applicable laws necessary for both you and 8404COACHING.COM to obtain, disclose, process, and use Client Data as contemplated under these Terms.

a. General Prohibitions

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services: (i) in violation of any applicable law or regulation; (ii) to exploit or harm minors in any way; (iii) to send, upload, or use material that does not comply with the Content Standards in Section 14; (iv) to transmit advertising or promotional material without prior written consent; (v) to impersonate any person or entity; or (vi) to engage in conduct that restricts or inhibits anyone's use or enjoyment of the Services.

b. Technical Prohibitions

Additionally, you agree not to: (i) use the Services in any manner that could disable, overburden, damage, or impair the Site; (ii) use any robot, spider, or other automated device to access the Services; (iii) use any manual process to monitor or copy any material on the Services without prior written consent; (iv) introduce any viruses, Trojan horses, worms, logic bombs, or other malicious material; (v) attempt to gain unauthorized access to any part of the Services; or (vi) attack the Services via denial-of-service attack.

c. Enforcement

8404COACHING.COM may and has the right to suspend and deactivate accounts for any Prohibited Use.

a. Support

During the Service Term, 8404COACHING.COM shall use commercially reasonable efforts to provide email and messaging support through designated contact individuals during regular business hours. 8404COACHING.COM shall use commercially reasonable efforts to respond to reported problems in a manner commensurate with their severity. Any updates, fixes, or modifications made generally available shall also be made available to you.

b. Availability

8404COACHING.COM shall use commercially reasonable efforts to make the Platform and paid Services available on a regular basis, except for:

• 1.Emergency or planned downtime, which 8404COACHING.COM shall schedule during off hours where practicable.
• 2.Unavailability caused by third party service or technology providers.
• 3.Unavailability caused by circumstances beyond 8404COACHING.COM's reasonable control, including acts of God, government, floods, fires, earthquakes, civil unrest, acts of terror, strikes, internet service provider failures, or denial of service attacks.
• 4.Unavailability caused by third party software, hardware, networks, or data including Client Data.
• 5.Unavailability caused by you, including problems with your information technology infrastructure or your failure to use the Services in accordance with these Terms.

a. Coaching Management Solution Fees

You shall pay 8404COACHING.COM the prices and charges described on the Site for the Coaching Management Solution. Payments shall be made by credit card on the Effective Date of the Terms of Services and are due monthly or annually depending on your subscription type.

b. Marketplace Transactions

Client Users shall pay service fees to Coach Users pursuant to the agreement between the parties. Payments made via 8404COACHING.COM's billing platform are transferred directly to the Coach User's payment account (via Stripe), less associated service and processing fees and a 8404COACHING.COM transaction fee of 15–25%.

c. Processing Requirements

As a Coach User on the Marketplace, you agree to process all retainers, invoices, and amounts billed to any Marketplace Client User through the 8404COACHING.COM Platform. Payment by a Client User made outside of the Platform without prior notification to 8404COACHING.COM constitutes a full waiver by both parties of any payment guarantees or dispute protections. Transaction fees collected by 8404COACHING.COM are non-refundable.

d. Late Payments

All payments shall be made in US dollars within thirty (30) days of invoice. If you fail to make any payment when due: (i) 8404COACHING.COM may charge interest at 1.5% per month on the past due amount; (ii) you shall reimburse 8404COACHING.COM for all collection costs including attorneys' fees; and (iii) if such failure continues for 45 days or more, 8404COACHING.COM may suspend your access until amounts are paid in full. Unless otherwise specified, all Fees are non-refundable, non-creditable, and non-cancelable.

e. Taxes

All Fees are exclusive of taxes and similar assessments. You are responsible for all sales, use, excise, and other similar taxes imposed by any governmental authority on amounts payable by you hereunder, other than taxes imposed on 8404COACHING.COM's net income.

a. Effective Date

These Terms become effective as of the date you first accept or agree to them, or, if earlier, the date you first access or use the Services. The Service Term commences on the earlier of: (i) the date you have access to the Services; (ii) the date you first sign up, register, or pay; or (iii) the first date you access or use the Services.

b. Renewal and Termination

The Service Term shall run in successive, automatically renewing monthly or yearly periods unless either party provides notice of non-renewal before the next renewal period. Either party may terminate the Service Term in the event of a material breach upon thirty (30) days' prior notice, unless the breach has been cured before the end of such notice period.

c. Effect of Termination

Upon any termination or expiration, your right to access the Services shall terminate and 8404COACHING.COM may close your account. All other terms and conditions shall survive and remain in full force and effect. Termination shall not relieve either party of any obligation that has accrued prior to such termination, including any obligation to pay accrued Fees.

d. Client Data After Termination

For a period of thirty (30) days after the effective date of termination, 8404COACHING.COM will make Client Data available to you for access or download. Except as expressly provided, upon any termination, Client Data within the Services may no longer be accessed by you.

a. Data Security

8404COACHING.COM shall safeguard and protect the security of Client Data using reasonable measures consistent with industry standards, including administrative, physical, technical, and electronic measures to protect against unauthorized access and disclosure.

b. Privacy Policy

All information we collect is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

c. Confidential Information

From time to time, either party may disclose non-public information about its business affairs, products, technology, software, trade secrets, and other sensitive information ("Confidential Information"). Confidential Information does not include information that is in the public domain, known to the receiving party at the time of disclosure, rightfully obtained from a third party, or independently developed without use of Confidential Information. Each party's obligations of non-disclosure are effective from first receipt and will expire five (5) years from the date of first disclosure; provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

d. Aggregated Statistics

8404COACHING.COM may monitor your use of the Services and collect and compile aggregated and anonymized data ("Aggregated Statistics"). All right, title, and interest in Aggregated Statistics belong solely to 8404COACHING.COM. 8404COACHING.COM may use and disclose Aggregated Statistics in any manner consistent with applicable law, provided such statistics do not identify you or any Authorized Users.

a. Submission

In connection with your use of the Site or Services, you may provide, post, submit, publish, display, or transmit data, information, text, files, content, or materials ("User Contributions"). All User Contributions must comply with the Content Standards in Section 14.

b. Public Submissions

Any User Contribution submitted to publicly accessible portions of the Services will be considered non-confidential and non-proprietary. By submitting User Contributions to any public portion of the Services, you grant 8404COACHING.COM and its affiliates, service providers, and other users the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose such User Contributions.

c. Your Representations

You represent and warrant that: (i) you own or control all rights in and to the User Contributions; (ii) all User Contributions comply with these Terms; and (iii) you are solely responsible for all User Contributions you submit, including their legality, reliability, accuracy, and appropriateness.

a. 8404COACHING.COM IP

As between you and 8404COACHING.COM, 8404COACHING.COM owns all right, title, and interest, including all intellectual property rights, in and to the Services and all 8404COACHING.COM IP. With respect to third-party products, the applicable third-party providers own all right, title, and interest therein.

b. Client Data

All Client Data is and shall remain the property of the Client User, you, and/or the third party e-commerce platform from where it originated. 8404COACHING.COM shall acquire no rights therein except for the limited right to use such Client Data to provide, operate, maintain, and improve the Services.

c. User Contributions

You own all right, title, and interest in and to your User Contributions. You hereby grant to 8404COACHING.COM a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display User Contributions to provide and administer the Services.

d. Feedback

If you provide any suggestions, recommendations, or changes to the Services ("Feedback"), 8404COACHING.COM is free to use such Feedback without limitation. You automatically grant to 8404COACHING.COM a royalty-free, worldwide, irrevocable, unlimited, perpetual, sublicensable license to use such Feedback for any purpose, including incorporation into the Services.

a. Notices

All notices must be in writing and addressed to the parties at the addresses set forth on the Site or provided upon registration. Notices must be delivered by personal delivery, nationally recognized overnight courier, email, or certified mail.

b. Entire Agreement

These Terms of Services, our Privacy Policy, any exhibits or schedules attached hereto, and any other documents expressly incorporated herein comprise the entire agreement between the parties and supersede all prior understandings, agreements, negotiations, representations and warranties, and communications.

c. Force Majeure

8404COACHING.COM shall not be liable or deemed to have breached these Terms for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot, strikes, labor stoppages, or actions of governmental or public authorities.

d. Waiver and Severability

No failure or delay by either party in asserting any right under these Terms shall constitute a waiver. All waivers must be in writing to be effective. If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent required, and the remaining provisions will continue in full force and effect.

e. Governing Law

These Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision. Any dispute not subject to arbitration will be adjudicated exclusively in any state or federal court located in the County of Beverly Hills, California. You hereby consent to the exclusive jurisdiction and venue in the County of Beverly Hills, California.

f. Independent Contractors

You and 8404COACHING.COM are independent contractors, and neither party nor any of their respective affiliates is an agent of the other for any purpose or has the authority to bind the other. Nothing in this Agreement shall create a partnership, joint venture, agency, franchise, or employer-employee relationship.

g. Assignment

You may not assign this Agreement without 8404COACHING.COM's prior written consent. 8404COACHING.COM may freely assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets. Any assignment in violation of this Section will be null and void.