Welcome to MyT.coach, a unique service that allows coaches like you (“Coaches”) to connect with professionals(“Subscribers”) from different domains of expertise and help them grow professionally and develop new skills to achieve their work life objectives (the “Services”). Some coaches will have coaching certifications, others will be experienced corporate executives or successful entrepreneurs, while others will be experts in particular domains that provide training or skills training. These Terms of Use (“Terms”) affect your legal rights, so please read them carefully. By accessing or using the websites or mobile applications (collectively, the “Sites”) provided by MyT Corporation (“MyT.coach”, “MyT.coach Corporation”, “we,” “us” or “our”), you acknowledge that you have read, understood, and agreed to be bound by these Terms and all of the terms incorporated herein by reference. The Sites and Services, including the system, platform, hardware, software, design and features used to support and Site and deliver the Services, are collectively referred to herein as the “Services”.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect to any products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.

MyT.coach reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites or order, receive or use Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or order, receive or use the Services.

Your agreement to these Terms also constitutes your agreement to the terms of our Privacy Policy, which is incorporated herein.

1. Description of Coaching Services

 You will provide training, individual coaching, professional advice and workshops (“Coaching Services”) for professionals using our Services. In all cases, you will either be offered a fee by us to participate in specific activities, or you can specify in advance your customized fee to deliver particular Coaching Services. You will generally receive automated payments for Coaching Services provided at the request of subscribers to the MyT.coach Services.

If you publish content within the Services, you agree that MyT.coachshall be able to freely use such contentas we see fit once such content is published within the Services. Notwithstanding the forgoing, such content cannot be branded with the name and logo from a service competing with us, though it can be published without a name or logo, or branded with the name of yourself or your company. If we re-use your content, you will be identified as the source of the published content. Links to articles from periodicals are allowed, as long as they are not from competing coaching services. We in our sole discretion will determine if a third-party service constitutes a “competing coaching service” for the purposes of these Terms.

All of yourinitial Coaching Services must be in English; however, an expansion of our Services to feature offerings in Chinese is in process.

2. License Terms

Subject to these Terms and the terms and conditions of other agreements between you and MyT.coach, we grant you a personal, limited, non-transferable non-exclusive license to access and use the Services solely to provide your Coaching Services. We reserve the right, in our sole discretion, to revise the Services and to change, suspend or discontinue any aspect of the Services and we will not be liable to you or to any third party for doing so. We may also impose rules for, and limits on use of, the Services without notice or penalty. Your continued use of the Services will constitute your acceptance of any such changes.

You acknowledge and agree that your license does not grant you any ownership interest in the Services, any technology, platform, system, software or hardware used to deliver the Services, or any exclusive rights to their use, and that these Terms do not grant you any claims to patents, trade secrets, trademarks or other rights pertaining to the Services. You further agree and acknowledge that the Services and all materials accompanying them are proprietary, confidential, and trade secrets of MyT.coach, and that you will undertake all necessary steps and efforts to prevent unlawful or illegal distribution of such proprietary, confidential and trade secret information.

You are prohibited from copying, reproducing, changing, reverse-engineering, de-compiling, disassembling, translating, making derivative works, enhancements, extensions or add-ons, or modify, adapt or otherwise alter any portion of the Services. You are not permitted to resell or otherwise use the Services for commercial purposes. Any attempt to do so is a violation of the rights of MyT.coach and its licensors. If you breach these restrictions, we may terminate your right to license and use the Services and you may be subject to prosecution and damages.

3. Eligibility

 By using the Services, you represent and warrant that you (a) are 18 years of age or older (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (c) do not have more than one MyT.coach account, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.

By using the Services, you acknowledge the unique value created by MyT.coach, including the opportunity to reach and access the community of professionals organized by us.  You agree that you will not, and will not attempt to, establish any business relationship with any Subscriberfor the purposes of offering or delivering in any form any service similar to the Coaching Services outside of our Site or our Services.  You agree that any failure on your part to comply with this “non-circumvention” requirement is a serious violation and breach of these Terms.

We reserve the right to revoke your ability to access the Services for any reason at any time including as a result of a violation of these Terms or the Privacy Policy, without notice.

As part of our processing procedures, we may screen transactions for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process your Coaching Services due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may contact you at the phone number or email address you provided to confirm your Coaching Services transaction. We also reserve the right to cancel any of your accounts and cancel previously sold Services due to suspected fraud or unauthorized or illegal activity. We take these measures to protect you and our Subscribers as well as ourselves from fraud or other unauthorized or illegal activity.

4. Registration, Passwords, and Communication Preferences

 You may browse our Sites and view a limited amount of our content without registering, but as a condition to providing your Coaching Services on our Services, you willbe required to register and provide specific information. To understand how we use information collected from you, please read our Privacy Policy.

All information about you must be truthful, accurate and complete, and you may not use any aliases or other means to mask your true identity, a name or trademark that is subject to any rights of another person or entity without receiving appropriate authorization, or a name that is offensive, vulgar, or obscene. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account. You agree to maintain and promptly update from time to time as necessary your account information.

Any access codes or passwords provided should be safeguarded by you at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords.

If we reasonably believe that you violate these terms, we may suspend or terminate your access at any time with or without notice. You acknowledge that we may terminate your access to the Services and remove your account from the Site if youhave not provided any Coaching Services for more than 3 months.

By registering for our Services, you also consent to receive electronic communications from MyT.coach (e.g., via email or text). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information), newsletters about the Servicesand other coaches providing similar services, information about the changes and development at MyT.coach and surveys for the purposes to improve the Services.  You agree that these notices, newsletters information and surveys are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

5. Pricing and Payment

MyT.coach will receive twenty percent (20%) of revenues collected by us for Coaching Services youprovideon the Services. We will collect fees for your Coaching Services directly from Subscribers in accordance with the fees you have established. Such fees may include any applicable cancellation fees charged to Subscribers.

Your individual hourly rate for Coaching Services will be represented in MyT.coach Credits and can be set at your discretion, which will be discussed during your application process with us.(For more information regarding the MyT.coach Credits, please refer to FAQ on Credits and MyT Credit Terms on MyT.coach.). If you offer any services similar to the Coaching Services anywhere else at an effective hourly rate (taking into account the 20% revenue collection we receive) lower than the hourly rate you set on our Services, then you agree that such lower hourly rate will automatically be appliable to your Coaching Services offered at MyT.coach and automatically replace the hourly rate you previously set for the Coaching Services. For example, if you offer coaching services for $600 on our Services, and later youdecide to offer similar coaching services at $450 at your own website, then to complywith this agreement you should 1^st adjust your offered rate for your Coaching Services to $450 on your coaching profile within MyT before lowering your rate elsewhere. You can adjust your Coaching Services rates at any time on MyT,subject to the automatic pricing adjustment set forth in this Section 5.

We will pay you the applicable revenue share amounts for completed Coaching Services after our standard verification is compete, usually within 24 hours of a coach’s confirmation of completing a coaching session, provided that theCoaching Services have been fully provided and accepted by the Subscriber. No payment will be due to you for Coaching Servicesnot provided(including Coaching Services ordered or subscribed by not yet delivered).

You shall be responsible for payment of all sales and use taxes or charges levied on your Coaching Services, except for any taxes based solely on our net income. If we are required to pay any taxes (excluding. income taxes), we shall pay such taxes and offset such amounts in fees payable to you hereunder.

Our refund policy for all Subscriber purchases is specified in the purchase process.  Except as specified in such policy, all Subscriber purchases are final and non-refundable.

We reserve the right to refuse or cancel anyCoaching Services listed at an incorrect price or containing any other incorrect information or typographical errors.

6. Warranties

You represent and warrants to us that your Coaching Services, together with all documentation, and/or anything else furnished by you shall:

• Be in compliance with all applicable laws and regulations;
• Not infringe or encroach upon any personal, contractual, or proprietary rights, including patents, trademarks, trade names, copyrights, rights of privacy, trade secrets, and/or other intellectual property rights of any other person or entity;
• Not conflict with or violate any agreement, judgment, treaty, law, or regulation or any provision of your by-laws or certificate of incorporation or any other instrument applicable to or binding upon you, its assets or properties; and

In addition, you represent and warrant to us that:

• This Agreement has been validly executed and delivered and constitutes a legal, valid, and binding obligation enforceable against you in accordance with its terms;
• You have the requisite capacity and authority to enter intothese Terms;
• You have the legal right to provide the Coaching Services;
• The person executing and/or acceptingthese Terms is authorized to sign these Terms on your behalf;
• All information, invoices, and documents provided to us are true, complete, and accurate;
• You will cooperate with us and/or any governmental agency or department, including United States and foreign federal, state, provincial, and local governments, in any inquiry or investigation related to your Coaching Services, or third-party litigation related to your Coaching Services.
• Youhave not relied on any warranties, representations, assurances, or inducements that are not expressly set forth in these Terms.
• You will not take any action that would violate the “non-circumvention” requirement set forth in Section 3 hereof.

The foregoing warranties are in addition to all warranties implied by law and shall survive delivery, inspection, acceptance, and payment.

7. Delivery

You will deliver the Coaching Services toSubscribers in accordance with the specifications/description you provide on ourServices, any standards requested by us, and/or other related policies that we provide you from time-to-time.

You will maintain and update an availability calendar for all Coaching Services to allow online bookings by Subscribers.

You will comply with MyT.coach branding, logo and other requirements published by us or otherwise communicated to you from time to time, including without limitation, placing MyT.coach brand features and logos on your presentation materials and setting up themes and background of video conferences required by us in delivering your Coaching Services.

We have the right to conduct surveys of Subscribers. Your violation of our service standards, or repeated negative performance reviews, may result in removal from the Services, at our sole discretion.

We have the right to review your Coaching Services provided to Subscribers and will notify you of any claim, including, quality or non-conformanceissues arising from your Coaching Services. Our failure to review the Coaching Services will not relieve you of any claim related thereto. You will reimburse us for any costs, damage, or expense incurred by us arising or resulting from the sale by us of any Coaching Services that does not conform to the warranties and requirements of these Terms.

8. Service Availability

Providing your Coaching Servicesto Subscribers issolely your responsibility. While we strive to ensure high quality offerings, any non-delivery of your Coaching Services (e.g.,you do not participate as promised, or offer the promised guidance,) should be reported to us promptly at coaching@MyT.coach.In no event will we be liable for any loss, damage, or harm arising from delivery or non-delivery of your Coaching Services.

9. Content and Guidelines

Coaches are encouraged to publish content within MyT.coach as a means of identifying their areas of expertise, establishing their credibility among the members and as an acceptable form of promoting their coaching services. This content can be written articles, recorded videos or webinars, and live events they will host that are promoted through the event calendar at MyT.coach. All content submitted by coaches must conform to the Branding Guidelines and Content Publishing Guidelines, posted in MyT.coach.

You are solely responsible for the content in your Coaching Services offered or published on the Services. We do not assert any ownership over your content, except the rights granted to us in these Terms. You retain full ownership of all of your content and any Intellectual Property Rights or other proprietary rights associated with your content. "Intellectual Property Rights" means all, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights (and all associated goodwill), trade secret rights, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory or other jurisdiction.

Accordingly, you, and not us, are entirely responsible for all content that you upload, post, transmit or otherwise make available via the Services. You warrant and represent that you have the right to use such content without violating any rights of any third-party rights in such content. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available via the Services.

By making such content available on the Services or to a Subscriber, you are granting to us a non-exclusive, royalty-free, worldwide and perpetual license to host, display, store, cache, transmit, modify, re-format, re-arrange, and adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), and create derivative works of such Content.

MyT.coach:

• Will not be liable, under any circumstances, in any way, for any content, including, but not limited to, any errors or omissions in any content, Intellectual Property Rights infringement claims regarding such content, or any loss or damage of any kind incurred as a result of the use of any of your content posted, transmitted or otherwise made available via the Services.
• Shall have the right, but no obligation, to review yourcontent for any purpose, including but not limited to, for accuracy, legality or non-infringement.
• May remove your content from the Services at any time if we suspect such content is in violation of this Agreement.

Other coaches and Subscribers on our Services may post copyrighted information which has copyright protection, whether or not it is identified as copyrighted. We reserve the right, but have no obligation, to monitor such content. We do not control or guarantee the accuracy, integrity or quality of such other content.  You acknowledge that by using the Services, you may be exposed to user content that is offensive, indecent or objectionable.

Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services. We also do not adopt or endorse, nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances will we be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the Services or transmitted to users.

10. Third-Party Links

We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink on the Services or of websites linking to the Services. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.

We may display content, advertisements and promotions from third parties (including other coaches) through the Services (collectively, “Third Party content”). We do not control, endorse or adopt any Third-Partycontent, and we make no representations or warranties of any kind regarding such Third-Partycontent, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-Party content are solely between you and such third parties, and that MyT.coach is not responsible or liable in any manner for such interactions or Third-Party content.

Links to third-party websites are not endorsements or referrals of any products, services or information contained in such websites. Information provided and opinions expressed by others do not necessarily represent our opinions. We expressly disclaim any and all liability resulting from reliance on such information or opinions. Some products, manufacturers and service providers may be mentioned in or on the Services. Mention of these products, manufacturers or service providers does not constitute an endorsement by us. We shall have the right, at our sole discretion, to remove links and images attached to such links, if such links are flagged by other users of the Services as offensive.

11. Prohibited Conduct/ Rules

You agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Services and providing your Coaching Services. You agree that you will abide by these Terms and will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account
• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users of the Services from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
• Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
• Develop any third-party applications that interact with contributed content or the Services without our prior written consent;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
• Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;
• Express or imply that any statements you make are endorsed by us, without our specific prior written consent;
• Interfere with or disrupt the Services, or the servers or networks connected to the Services;
• Download lists of other users of the Services and use their information for your own business reasons;
• "Frame" or "mirror" any part of the Services, or use meta tags or code or other devices containing any reference to us or the Services in order to direct any person to any other websites for any purpose;
• Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user;
• Create or send unsolicited messages or other electronic communications;
• Submit stories or comments linking to affiliate programs, multi-level marketing schemes, or websites/blogs repurposing existing stories (source hops); or
• Intentionally or unintentionally violate any applicable local, state, national or international law.; or
• Post, communicate or transmit any material that infringes on any intellectual property, publicity or privacy right of another person or entity.

You should use best efforts to be on time for all Coaching Services sessions. If your more than 15 minutes late to a session, you will be considered a “no-show” and applicable fees shall be refunded to the Subscriber.

12. Disclaimers

YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SERVICES. THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE THROUGH THE SERVICES 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, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (B) THE SERVICES, OR THE FUNCTIONS CONTAINED ON THIS SITE OR THE APP WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ANY THIRD-PARTY SITES TO WHICH YOU MAY BE DIRECTED OR HYPERLINKED FROM THE SERVICES. HYPERLINKS ARE INCLUDED SOLELY FOR YOUR CONVENIENCE, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE ACCURACY, AVAILABILITY, SUITABILITY OR SAFETY OF INFORMATION PROVIDED IN SUCH SITES. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON THE SERVICES.

WE ATTEMPT TO DISPLAY THE SERVICES, AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SERVICES, INCLUDING PRICING INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION AND ARE NOT RESPONSIBLE FOR ANY CLAIMS ARISING OR RESULTING FROM YOUR RELIANCE THEREON.

YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER COACHES AND WITH SUBCRIBERS. WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR BACKGROUND SCREENINGS ON OUR SUBSCROBERS. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS IN, AND ASSUME ALL RESPONSIBILITY FOR, ALL INTERACTIONS WITH SUBCRIBERS OR OTHER COACHES, PARTICULARLY IF YOU DECIDE TO COMMUNICATE OFF THE SERVICE OR MEET IN PERSON. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES RESULTING FROM ANY INTERACTIONS WITH ANYONE ARISING FROM USE OF THE SERVICES, OR ANY PROMOTIONAL OR MARKETING INFORMATION OR SERVICES PROVIDED BY US.

No oral information or advice provided by us, our resellers, agents, Professionals or employees shall create a warranty or in any way.

13. Indemnification

You agree to indemnify, defend, and hold harmless MyT.coach, its directors, officers, employees, shareholders, agents, subsidiaries, affiliates, and representatives for, from and against any and all threatened or actual claims, losses, liabilities, damages, costs, or expenses (including attorneys' and experts fees and costs) of any nature whatsoever and whether arising prior to,or after the execution or termination of these Terms ("Losses"), arising out of, related to, or based on:

• The Coaching Services you offered or provided, including any documentation, pricing, labeling, sale, or use related to such Coaching Services
• The breach of any provision these Terms
• Any claim or threatened claim for personal injury, death, or property damage, or loss of any nature whatsoever arising from or related to any Coaching Servicesyou offer or provide
• Any violation of any applicable laws or regulations, including cost, additional expenses, customs duties, or assessments, fines, citations, penalties, or your failure to comply with any request by us for any import or export documentation.

These indemnity obligations will survive the termination of these Terms and will not be deemed, waived, terminated, or merged by us upon acceptance of or payment for the Coaching Services.

Furthermore, you shall ensure that all personnel hired and working for you in connection with these Terms are authorized to work in the appropriate country and agree to defend and indemnify us for all costs, including attorneys’ fees, fines, and damages that may result in the event You is not so authorized.

14. Insurance

You will maintain, at its sole cost and expense, the insurance coverages reasonably required by MyT.coach.

15. Compliance with Laws

 You with comply with all tax laws governing the Coaching Services in all jurisdictions where the Coaching Services will occur including the pricing, sale, use, transportation, importation, or exportation of such Coaching Services.

For experiences in the United States, you will comply by each and every United States federal, state, and local law, rule, and regulation or judicial or administrative order, judgment, or decree governing the Coaching Services. For experiences outside of the United States, you will comply by each and every federal, state, provincial, and local law, rule, and regulation or judicial or administrative order, judgment, or decree of the originating country governing the Coaching Services.

16. Limitation of Liability

IN NO EVENT SHALL WE  BE LIABLE FOR ANY DAMAGES ARISING FROM THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ALIGNED HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users.

17. International Use

 Our business is located in the United States..By access or use the Sites or order, receive or use Services, you consent to use the Services (including providing your Coaching Services) under these terms and in compliance with applicable laws of the United States, even if you live, or you access the Services from outside of the United States.

18. Copyright Infringement; Notice and Take Down Procedures

 Our policy and procedures regarding alleged copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”) are specified in our Privacy Policy. 

19. Modifications to the Services

We reserve the right, in our sole discretion, to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) at any time and without liability therefor.

20. Governing Law and Venue

These Terms will be governed and construed in accordance with the laws of the State of California, as such laws apply to contracts between California residents performed entirely within California without giving effect to principles of conflicts of laws. You hereby agree that any action or proceeding arising out of or related to these Terms shall be brought solely in a court of competent jurisdiction in Orange County, California. The Parties hereby specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms, or any Party's performance hereunder.

The exercise of any right or remedy provided for in these Terms will be without prejudice to the right of either Party to exercise any other right or remedy provided in these Terms or at law or in equity.

21. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event.

22. Audit Rights

You agree that we may audit your use of the Services for compliance with these Terms at any time. In the event that such audit reveals any use of the Services by you other than in full compliance with these Terms, we shall have the right to immediately cancel your account, and you shall reimburse us for all reasonable expenses related to such audit in addition to any other liabilities to which you may be subject as a result of such non-compliance. You acknowledge that we shall have the right to enforce the provisions of these Terms directly against you and our remedies for any breaches may include, without limitation, damages or injunctive or other equitable remedies.

23. E-mail and Text Communications

E-mail communications and text messages sent from us to you are designed to make your experience more efficient and enjoyable. You specifically agree to accept and consent to receiving e-mail communications and text messages initiated from us, which include, without limitation: message notification e-mails, e-mails or text messages informing you about potential available sales, and e-mails informing you of promotions we run and emails informing you of new and existing features we provide. Standard text messaging charges applied by your mobile device carrier will apply to text messages we send. If you change your mobile phone service provider, the notification service may be deactivated for your phone number, and you may need to re-enroll in the notification service. We reserve the right to cancel the notification service at any time. If you do not wish to receive any of our e-mail communications or text messages, you shall have the opportunity to opt out of receiving communications from us (excluding messages targeted directly at you about matters regarding the state of your account, billing, or your continued use of the Services).

24. Surveys and Feedback

We may periodically present you with surveys or solicit your opinion about the Services. You acknowledge that your participation in these types of programs is completely voluntary.  By submitting opinions, suggestions, feedback, images, documents, and/or proposals to us through these surveys, any suggestion or feedback webpages, or through any other communication with you, you acknowledge and agree that: (a) the suggestions or feedback you provide will not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the suggestions and feedback you provide; (c) we shall be entitled to use or disclose (or choose not to use or disclose) the suggestions and feedback you provide for any purpose, in any way, in any media worldwide (without disclosing your identity); (d) we may have similar ideas to the suggestions and feedback you provide already under consideration or in development; (e) the suggestions and feedback you provide will automatically become our property without any obligation to you; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

25. Promotions

We may periodically feature promotions (“Promotions”) on our Services and you will have the opportunity to participate in such Promotions. By participating, you acknowledge that third parties may be responsible for such Promotions and for ensuring that such Promotions comply with all applicable laws, rules, and regulations. We recommend that you carefully review the Official Rules, including any applicable privacy policy, these Terms, and any additional information or links provided in the Official Rules regarding such Promotions. You acknowledge and agree that if a Promotion is provided by any third party, we are not responsible or liable for the failure of any such third party to comply with the rules, terms, conditions, policies, and applicable laws, rules, or regulations governing any Promotion.

WE DO NOT SPONSOR, ADMINISTER OR ENDORSE THE CONTENT OF ANY PROMOTION PROVIDED BY A THIRD PARTY AND DISTRIBUTED THROUGH THE SERVICE UNLESS OTHERWISE STATED AND ARE THEREFORE NOT LIABLE OR RESPONSIBLE FOR SUCH PROMOTIONS.

Promotions may require you to provide personal information in order to participate. In the event that you choose to provide personal information, you acknowledge and agree that we may use any such information you provide consistent with these Terms and our Privacy Policy.

You acknowledge and agree that we are not responsible or liable for use or distribution of information you provide in a Promotion. Please see the rules and privacy policy for each Promotion on how it will use your personal information.

26. Severability

If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

27. Waiver; Remedies

In no event will our acceptance of any action by you be deemed a waiver by us of any rights with respect to these Terms The waiver by any Party of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other or subsequent breach.

28. Survival

Those provisions in these Terms that by their nature are intended to survive termination or expiration of these Terms shall so survive.

29. Miscellaneous

These Terms constitute the entire agreement between you and MyT.coach relating to your access to and use of the Services and your provision of Coaching Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of MyT.coach. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. No agency, partnership, joint venture, or employment relationship is created between us as a result of these Terms and you do not have any authority of any kind to bind us in any respect whatsoever.

Questions: Should you have any questions regarding these Terms you may contact us at Coaching@MyT.coach.