Last updated: 10/19/2023
These Terms of Service are entered into between AGJR16, Inc., a Florida corporation d/b/a “Own It
Coaching” (the “Company”) and any individual (a “Customer, “you” or “your”) who uses the Company’s
websites at www.JustOwnIt.co, www.ownitcoaching.com, and any other site that links to these Terms of
Service (collectively, the “Company Site”) or who receives any services offered by the Company (the
Without limiting the foregoing: every Customer who submits an online profile to subscribe to the
Company’s Services and who clicks on the “submit” button to signify agreement with these Terms of Services
is a “Customer” for purposes of these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE COMPANY
TOGETHER ARE A BINDING LEGAL AGREEMENT AND CREATE AN OBLIGATION ON YOU. If
Company, provide any payment information to the Company, use the Company Site, or otherwise engage
Provisions Applicable to All Subscriptions.
- Changes to the Terms of Service. We may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Company Site thereafter. Your continued use of the Company Site following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.
- Accessing the Company Site and Account Security. We reserve the right to withdraw or amend the Company Site, and any service or material we provide on the Company Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Company Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Company Site, or the entire Company Site, to users, including registered users and Customers.
You are responsible for both:
– Making all arrangements necessary for you to have access to the Company Site.
– Ensuring that all persons who access the Company Site through your internet connection are aware of these Terms of Service and comply with them.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Company Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
- EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A OMPANY HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CUSTOMER HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
- Provisions Applicable to all Customers.
- Customer Representations. Customer hereby represents and warrants to Company, and agrees that Customer will ensure that (a) Customer will use the Services only for the Customer’s own personal educational and wellness purposes and not for resale or distribution, (b) Customer is over 18 years of age and is a resident of the United States. (Persons under 18 years of age or who do not reside in the United States may not subscribe for the Services.)
- Customer Content. To the extent that the Services permit Customer to create, modify or upload to the Company Site any text, graphics, video, pictures or other content (as applicable, “Customer Content”), Customer hereby grants to Company a non-exclusive, royalty-free, worldwide right and license to do the following to the extent necessary in the performance of Services under an applicable Subscription or with respect to any Customer Content that is posted by Customer on the Company Site: (a) digitize, convert, install, upload, select, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; (b) make archival or back-up copies of the Customer Content, and (c) license to use, copy, distribute, reproduce, and create derivative works of such Customer Content however the Company thinks necessary to operate the Services and/or the Company’s business You represent and warrant to us that you have any and all rights under any law that applies to you to grant us this license. You represent and warrant to us that Customer Content will not harm our Services, our systems, or any third party.. Except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.
- Acceptable Use Policy. Customer will:
- Utilize the Company Site and the Services only in accordance with these Terms of Service and any applicable law.
- Take care to protect any Customer passwords and take full responsibility for Customer’s own, and third party, use of any Customer accounts.
- Not copy any content from the Company Site or attempt to download or “scrape” the names of any persons or companies from the Company Site.
- Not use the Company Site or any Services to facilitate the transmission of bulk commercial email or spam or for any purpose that is illegal or tortious.
- Not publish or post any comment or Customer Content on the Company Site that is racist, derogatory of any national or ethnic group or any sexual orientation, false, defamatory or made with wrongful intent, dishonest, abusive, discriminatory or any content that the Company, in its sole discretion, determines may put the Company in a negative light or may harm the Company’s goodwill or public reputation.
- Accurately identify itself by name and not attempt to use any name or identifying information that is false or an alias.
- Not develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Company Site or otherwise copy any content found on the Company Site.
- Conduct business through the Company Site in a fair and reputable manner and in accordance with all applicable laws.
- Use the Services solely for personal educational and wellness purposes and not for resale or distribution.
- Obey all rules and notices as they may appear on the Company Site.
- Company Intellectual Property.
- Except for the Customer’s limited right to utilize the Services, these Terms of Service does not transfer from Company to Customer any of the Company’s proprietary technology, including, without limitation, Company services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Company or licensed to Company from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of Company Technology conceived, reduced to practice or developed at any time (as applicable, the “Company Technology”). For the avoidance of doubt, the Company Site is included in the definition of “Company Technology.”
- Company Technology, and all rights, titles and interests in and to the Company Technology shall remain solely with Company. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Company Technology.
- Company’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Company. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Company.
- Any feedback, data, answers, questions, comments, suggestions, ideas or the like that Customer sends to Company relating to the Services will be treated as being non-confidential and non-proprietary. Company may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever. Company further reserves the right to collect, store, own, use and commercialize in any manner whatsoever any data or information created by or relating to the use of the Services or the operation of the Company Technology, including transaction data, trends and other data that do not identify Customer or individual users.
- Limitation of Liability.
- IN NO EVENT WILL COMPANY’S LIABILITY IN CONNECTION WITH THE COMPANY SITE, SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY SUBSCRIPTION, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO COMPANY BY CUSTOMER DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
- COMPANY CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. COMPANY WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
- EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUBSCRIPTION, OR (EXCEPT AS PROVIDED IN SECTIONS 10 AND 11) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
- The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 4.5.3 shall not apply to liability arising on account of Customer’s indemnification obligations under Section 4.6.
- Indemnification of Company. Customer shall defend, indemnify and hold harmless Company, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Company Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer’s breach of any representation, warranty, or covenant contained in the Terms of Service, (ii) the Customer Content or any end user’s use of the Customer Content, (iii) violation by Customer or any of its officers, directors, employees or agents of any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Customer’s domain names, the Customer Content, or the use of the Services in combination with hardware, software or content not provided by Company, (v) claims or actions by third parties relating to or arising out of Customer’s use of the Company Site or the Services, and (vi) any damage to Company’s servers or other hardware caused by Customer.
- No Medical Advice. The Company only provides the web interface for independent provider or medical prescribers to have access to patients and does not directly provide medical advice or services.
THE CONTENT OF THE COMPANY SITE AND THE SERVICES, INCLUDING WITHOUT LIMITATION, TEXT, COPY, AUDIO, VIDEO, PHOTOGRAPHS, ILLUSTRATIONS, GRAPHICS AND OTHER VISUALS, IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR RECOMMENDATIONS OF ANY KIND. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR QUALIFIED HEATH CARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS. ALL INFORMATION PROVIDED BY THE COMPANY OR IN CONNECTION WITH ANY COMMUNICATIONS SUPPORTED BY THE COMPANY, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS WITH COMPANY MEDICAL EXPERTS IS INTENDED TO BE FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND IS IN NO WAY INTENDED TO CREATE A PROVIDER – PATIENT RELATIONSHIP AS DEFINED BY STATE AND FEDERAL LAW. THE SITE AND SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL DIAGNOSIS OR TREATMENT. RELIANCE ON ANY INFORMATION APPEARING ON THE SITE, WHETHER PROVIDED BY THE COMPANY, ITS CONTENT PROVIDERS, MEDICAL EXPERTS, CLIENTS, VISITORS TO THE SITE OR OTHERS, IS SOLELY AT YOUR OWN RISK. WHILE COMPANY FACILITATES YOUR SELECTION OF, COMMUNICATIONS WITH AND OTHER INTERACTIONS WITH PROVIDERS, COMPANY DOES NOT PROVIDE MEDICAL SERVICES AND THE DOCTOR-PATIENT RELATIONSHIP IS BETWEEN YOU AND THE HEALTHCARE PROVIDER YOU SELECT. ALL HEALTHCARE PROVIDERS IDENTIFIED OR ACCESSIBLE ON THE SITE ARE INDEPENDENT PROVIDERS AND ARE NOT EMPLOYED BY OR AFFILIATED WITH COMPANY.
- Links to Other Sites. The Company makes no representations whatsoever about any other website that you may access through this Site. When you access a non-Company site, please understand that it is independent from the Company, and that the Company has no control over the content on that website. In addition, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
- Online Purchases and Other Terms and Conditions. All purchases through the Company Site or other transactions for the sale of services or information formed through the Company Site, or resulting from visits made by you, are governed by our Subscription Agreement, which is presented to you at check-out for your review and consent and which is hereby incorporated into these Terms of Service. When purchasing goods on the Company Site, Customer acknowledges that all sales are final and that Company bears no responsibility for the existence, nature, quality or authenticity of any products offered for sale through the Company Site. Customer further acknowledges all purchases of goods through the Company Site are made solely between Customer and the seller of any such products (the “Seller”). Customer and Seller shall be solely responsible for arranging payment and shipping of any products sold through the Company Site and paying any sales tax or other amounts due in respect of any such transaction.
- Geographic Restrictions. The owner of the Company Site is based in the State of Florida in the United States. We provide the Company Site for use only by persons located in the United States. We make no claims that the Company Site or any of its content is accessible or appropriate outside of the United States. Access to the Company Site may not be legal by certain persons or in certain countries. If you access the Company Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Electronic Communications. When you use any Company service, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.
- Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to these Terms of Service, the formation of these Terms of Service or the breach of these Terms of Service, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Florida, except that all arbitration and related proceedings conducted pursuant to Section 7.6 below, including without limitation confirmation proceedings, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service. ANY SUIT, ACTION OR PROCEEDING CONCERNING THESE TERMS OF SERVICE THAT IS NOT SUBJECT TO MANDATORY ARBITRATION PURSUANT TO SECTION 13(C) BELOW MUST BE BROUGHT IN A FLORIDA STATE OR FEDERAL COURT LOCATED IN LEE COUNTY, FLORIDA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
- Mandatory Arbitration. Notwithstanding Section 7.5 above, each party agrees that any dispute between the parties arising out of these Terms of Service or in any manner relating to the Services must be submitted by the parties to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), as administered by the AAA in Lee County, Florida (or such other recognized provider of arbitration services agreed upon by both parties) before a single arbitrator, appointed in accordance with such rules. Any such dispute shall address only the claims brought by the applicable party and no party may represent a class of similarly situated persons. Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Lee County, Florida. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.
- Headings. The headings herein are for convenience only and are not part of these Terms of Service.
- Severability. All rights and restrictions contained in these Terms of Service may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms of Service illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms of Service shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
- Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of these Terms of Service by notice in writing to the other party as provided herein. Company may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in Company’s billing records.
- Waiver. No failure or delay by Company to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by Company preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by Company to any breach of or default in any term or condition of these Terms of Servicethese Terms of Service shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
- Assignment; Successors. Customer may not assign or transfer these Terms of Service or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under these Terms of Service, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. These Terms of Service shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- Limitation of Actions. No action, regardless of form, arising by reason of or in connection with these Terms of Service may be brought by either party more than one year after the cause of action has arisen.
- Counterparts. If these Terms of Service is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If these Terms of Service is signed electronically, Company’s records of such execution shall be presumed accurate unless proven otherwise.
- Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under these Terms of Service (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
- No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms of Service, nothing in these Terms of Service is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns.
- Government Regulations. Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with these Terms of Service without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.
- Your Comments and Concerns. The Company Site and Services are operated by AGJR16, Inc, 10771 Vivaldi Ct 1403, Miromar Lakes, FL 33913. All feedback, comments, requests for technical support, and other communications relating to the Company Site should be directed to: [email protected]
FULFILMENT POLICY & SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT CONSTITUTES A BINDING CONTRACT AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, INCLUDING IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing or using a Service, or clicking “I agree” (or similar), or providing profile information to Us to open Your Account, You agree to be bound by the terms of this Agreement. If You do not agree with all terms of this Agreement, You must not accept this Agreement and may not use any of the Services.
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings.
- Account: means any account created by or on behalf of Subscriber in regard to the Services.
- Confidential Information: means all information disclosed by either party to the other which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, this Agreement shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
- Payment Agent: means a payment agent or processor designated by Own It Coaching.
- Service(s): means the products and services that are ordered by You via telephonic order referencing this Agreement or online by signifying your assent to this Agreement, including on a paid subscription basis, and made available online by Us. From time to time the names and descriptions of the Services or any individual Service may be changed.
- Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Service Plan Overview attached to this Agreement) for the Services to which You subscribe.
- Service Plan Overview: means Exhibit A to this Agreement, together with any updates or modifications thereto provided by Us to You.
- Site: means a website operated by Own It Coaching, including www.justownit.co and www.ownitcoachingcom, as well as all other websites that Own It Coaching owns or operates either directly or via its affiliates.
- Subscription Term: means the period specified in the Service Plan Overview, during which You have agreed to subscribe to a Service.
- “We,” “Us,” “Own It Coaching,” or “Our”: means Own It Coaching, as defined below.
- Own It Coaching: means AGJR16, Inc., a Florida corporation, together with all of its affiliates and any of their respective successors or assignees.
2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICES
2.1 During the Subscription Term and subject to compliance by You with this Agreement, You have the limited right to access and use a Service (“Service License”), consistent with the Service Plan(s) that You subscribe to, for Your personal non-commercial use only. We will (a) make the Services available to You pursuant to this Agreement and the Service Plan Overview; (b) provide applicable standard customer support for the Services to You at no additional charge; (c) use commercially reasonable efforts to make the Services available 9:00 a.m. – 6:00 p.m. local time Monday – Friday (non-holidays) for Your coach, except (i) during planned downtime for upgrades and maintenance to the Services (“Planned Downtime”); and (ii) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other labor disputes; government sanction; embargoes; fire; laws, statutes, regulations, and other legal requirements, orders or judgments; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences, Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”).
2.2 You may not use the Services to provide customer service, support or commercial services to any third party. Without limiting the foregoing, Your right to access and use the Services is also subject to the restrictions and policies implemented by Own It Coaching from time to time as set forth in any documentation made available to You or otherwise communicated to You in writing.
2.3 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services. We are not responsible for notifying You of any upgrades, fixes or enhancements to any software or for any compromise of data, including Service data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Own It Coaching. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (b) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (c) falsely imply any sponsorship or association with Own It Coaching, (d) use the Services in any unlawful manner; (e) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (g) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (h) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (i) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (j) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (k) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (l) attempt to use, or use the Services in violation of this Agreement.
2.5 As between You and Own It Coaching, You are responsible for any and all activities that occur under Your Account. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. You are responsible for maintaining the confidentiality of all Login information for Your Account. Own It Coaching reserves the right to periodically verify that Your use of the Services complies with the Agreement and the Service Plan restrictions on Our Site. Should Own It Coaching discover that Your use of any Own It Coaching Service is not in compliance with this Agreement, Own It Coaching reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.
2.6 In addition to Our rights as set forth in Sections 2 and 6.4, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or use of a Service by You or anyone under Your Account.
2.7 You acknowledge that Own It Coaching may modify the features and functionality of the Services during the Subscription Term, provided that Own It Coaching does not materially diminish the nature or quality of the Services to which You subscribe.
3. INTELLECTUAL PROPERTY RIGHTS
We retain all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Us and belong exclusively to Us.
4. THIRD PARTY SERVICES
If You decide to enable, access or use Third Party Services, be advised that Your access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services. We cannot guarantee the continued availability of such Third-Party Service features, and may cease enabling access to them without entitling You to any refund, credit, or Third-Party compensation, if, for example and without limitation, the provider of any Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Own It Coaching with respect to such Third-Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third-Party Services, or Your reliance on the any practices, processes or policies of such Third-Party Services. You may be required to register for or log into such Third-Party Services on their respective websites. By enabling any Third-Party Services, You are expressly permitting Own It Coaching to disclose Your Login, as well as Service data as necessary to facilitate the use or enablement of such Third-Party Services.
5. BILLING AND PAYMENTS
5.1 Unless otherwise indicated in writing by the parties, all charges associated with Your access to and use of a Service (“Subscription Charges”) are due and payable in full on the Start Date of each Subscription Term. If You fail to pay Your Subscription Charges or other charges within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You.
5.2 Except as otherwise explicitly stated in this Agreement, Your Subscription Plan is not cancellable during any Subscription Term. ALL SUBSCRIPTION CHARGES ARE NON-REFUNDABLE.
5.3 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Own It Coaching measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
5.4 If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). You will receive a receipt upon each receipt of payment by Our processor, or You may obtain a receipt from within the Services to track subscription status. You hereby authorize Our processor to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. Unless you have notified us to cancel Your Account and terminate Your Subscription as provided in Section 6, upon the renewal date of Your Subscription Term, We will charge your authorized payment method on file for the Subscription Charges associated with the subsequent Subscription Term.
You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur.
5.5 Payments made by credit card, debit card or certain other payment instruments for the Own It Coaching Service are billed and processed by Our processor. The processor is acting solely as a billing and processing agent for and on behalf of Own It Coaching and shall not be construed to be providing the applicable Service.
6. NON-RENEWAL AND TERMINATION
6.1 Unless earlier terminated in accordance with this Agreement , Your subscription to a Service (including any and all Deployed Associated Services) will automatically renew at the end of the Subscription Term on the same terms including applicable Subscription Charges. To prevent automatic renewal, you must provide written notice at least thirty (30) days in advance of the “End Date” specified on Your Service Plan Overview (or the end date of any subsequent Subscription Term).
6.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You attempt to terminate Your subscription to the Service or cancel Your Account during any Subscription Term.
6.3 If You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 2, 6.4 and 6.5, in addition to other amounts You may owe Own It Coaching, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to a Service or cancel Your Account as a result of a material breach of this Agreement by Own It Coaching, provided that You provide advance notice of such breach to Own It Coaching and afford us not less than thirty (30) days to reasonably cure such breach as provided for in Section 6.5.
6.4 We reserve the right to modify, suspend or terminate the Services (or any part thereof) and/or Your Account if We believe that You have violated this Agreement. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You or any third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities at Our sole discretion.
6.5 A Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by You in accordance with this section, We will, to the extent permitted by applicable law, refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Us in accordance with this section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to the Service Plan Overview. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
7.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 We warrant that during an applicable Subscription Term, the Services will convey the Company’s true and accurate opinion as to all matters addressed by the Services. Customer acknowledges that the Services do not include any medical advice and that the Customer should contact a licensed physician for any medical questions or concerns or if Customer experiences pain, shortness of breath or any other emergency medical symptoms or conditions. For any breach of a warranty above, Your exclusive remedies are those described in Section 6.5 herein.
7.3 We and Our affiliates, officers, directors, employees, agents, service providers, suppliers and licensors disclaim any liability to You or any third party for any configurations or customizations made to a Service by or for You or any data you enter into a Service.
7.4 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. LIMITATION OF LIABILITY
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL WE, OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF OURS), BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR SITES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OWN IT COACHING’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR SITES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWO (2) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
8.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, OWN IT COACHING’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8.4 Any claims or damages that You may have against Own It Coaching shall only be enforceable against Own It Coaching and not any other entity or its affiliates, officers, directors, representatives or agents.
You will indemnify and hold Own It Coaching harmless against any claim brought by a third party against Own It Coaching arising from or related to use of a Site or Service by You in breach of this Agreement; provided (a) We shall promptly notify You of the threat or notice of such claim; (b) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (c) We fully cooperate with You in connection therewith.
10. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
10.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Our prior consent. We may, without Your consent, assign this Agreement in connection with any merger or change of control of Own It Coaching or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
10.2 This Agreement, together with the Service Plan Overview, constitutes the entire agreement, and supersedes any and all prior agreements between You and Own It Coaching with regard to the subject matter hereof. Except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the Parties, except as may otherwise be expressly provided herein.
10.3 We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by Own It Coaching as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12. EXPORT COMPLIANCE AND USE RESTRICTIONS
The Services and components of the Services that We may provide or make available to You may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Services, software and such other components by You. You shall not access or use the Services if You are located in any jurisdiction in which the provision of the Services or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You shall not permit any person or entity to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions.
13. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
All notices to be provided by Own It Coaching to You under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by You; or (b) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to Own It Coaching in writing by Courier or U.S. mail to AGJR16, Inc., 10771 Vivaldi Ct 1403, Miromar Lakes, FL 33913. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
15. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Lee County, Florida, or in the federal court for the Middle District of Florida. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You.
Sections 1, 3 and 7-16 shall survive any termination of this Agreement with respect to use of the Services by You. Termination of this Agreement shall not limit a party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.