You must read and agree to these terms and conditions before you can become a subscriber of CoachNet.org. Please read them carefully.

1/27 By accessing subscribers-only materials at CoachNet.org and for other good and valuable consideration, the sufficiency of which is acknowledged by You, You hereby agree to become a subscriber to CoachNet.org, and agree to be bound by all the terms and conditions set forth in this agreement (the "Agreement"). The parties to this Agreement are You, the Subscriber, and CoachNet ("CoachNet"). Subject to the terms and conditions set forth in this Agreement, CoachNet agrees to provide to You all the privileges of subscription to CoachNet.org available to a Subscriber in good standing. This Agreement is subject to change by CoachNet at any time, and changes are effective upon notice, to the Subscriber by electronic mail, posting at CoachNet.org, or by mail.

2/27 SUBSCRIBER BENEFITS means access to and use of SUBSCRIBER MATERIALS and CoachNet.org online discussion forums and other rights and benefits listed and described in About CoachNet at CoachNet.org. CoachNet Subscriber Benefits are subject to change by CoachNet at any time without notice.

3/27 SUBSCRIBER MATERIALS means graphic files, audio files, video files, text files, other textural and graphic information, hyperlinks, interlinks, user tools, and other software available to Subscribers as SUBSCRIBER BENEFITS associated with authorized Subscriber use of CoachNet.org and use of equipment associated with message boards and discussion forums available to Subscribers.

4/27 Subject to all the terms and conditions set forth herein, CoachNet hereby grants you a limited, non-exclusive and non-transferable license to use and enjoy SUBSCRIBER BENEFITS which CoachNet provides during the period in which you are a bona fide Subscriber in good standing. You may use the SUBSCRIBER BENEFITS only in accordance with the terms and conditions of your subscription, only on one computer at a time and, if downloadable copies of the SUBSCRIBER MATERIALS are made available by CoachNet.org, You may make only a single copy of such SUBSCRIBER MATERIALS for your personal use. You may make no use of SUBSCRIBER MATERIALS not expressly authorized herein or by prior express written authorization from CoachNet. Prohibited uses, include, without limitation:

1. permitting other individuals to directly or indirectly use the SUBSCRIBER MATERIALS;
2. modifying, translating, reverse engineering, decompiling, or disassembling the SUBSCRIBER MATERIALS (except to the extent applicable laws specifically prohibit such restrictions);
3. making copies or creating derivative works based on the SUBSCRIBER MATERIALS except as provided herein;
4. renting, leasing, or transferring any rights in the SUBSCRIBER MATERIALS;
5. removing any proprietary notices or labels on or associated with the SUBSCRIBER MATERIALS; and
6. using SUBSCRIBER MATERIALS in any manner that infringes any personal or property right of any person or violates any federal, state, or local law of the United States or law, regulation, rule or custom of any other country.

You acknowledge that any use of SUBSCRIBER MATERIALS that violates any law, rule, regulation or custom is strictly prohibited and shall constitute a material breach of this Agreement entitling CoachNet to immediately terminate all SUBSCRIBER BENEFITS, with or without notice, or reimbursement.

5/27 You acknowledge and agree that all SUBSCRIBER MATERIALS contained at CoachNet.org are proprietary and constitute valuable intellectual property owned by CoachNet and others who have licensed use of such SUBSCRIBER MATERIALS to CoachNet. You acknowledge that "CoachNet" and "CompuCoach" are service marks of Robert E. Logan used by CoachNet with permission and that all rights are reserved thereto. You acknowledge and agree that Your subscription entitles only You to access, view, download, receive and otherwise use the SUBSCRIBER MATERIALS available at CoachNet.org only as authorized by CoachNet. You agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other use of SUBSCRIBER MATERIALS from CoachNet.org, in which You are directly or indirectly involved, including, but not limited to unauthorized accessing, viewing, downloading, receiving or other use of SUBSCRIBER MATERIALS shall constitute intentional infringement(s) of CoachNet's and potentially others' intellectual property rights and other rights in such SUBSCRIBER MATERIALS. Subscriptions may not be assigned or transferred to any other person or entity.

6/27 All editions of CoachNet.org, all SUBSCRIBER MATERIALS and other matter created by CoachNet, are the property of CoachNet and are protected by the intellectual property laws of the United States, international treaties and other laws and regulations. All other matter created or posted directly or indirectly in, at, by, through and/or with CoachNet.org, including matter posted in discussion forums, subscriber created online networks and link lists, may be used by CoachNet without further authorization, and becomes the property of CoachNet to the extent that such material creates a derivative work of CoachNet materials, and is protected by the intellectual property laws of the United States, international treaties and other laws and regulations. All rights are reserved thereto. The underlying works residing at CoachNet.org shall at all times remain the property of the applicable content owner, which may be CoachNet, or CoachNet's licensor(s) and assign(s).

7/27 You agree that you will not copy or reproduce, except as otherwise stated herein, alter, modify or change, broadcast, distribute, transmit or disseminate, sell or offer for sale SUBSCRIBER MATERIALS or other information, including without limitation, information posted in discussion forums and networks, provided to You pursuant to this Agreement in whole or in part, in any manner, at any time anywhere in the World.

8/27 Access to and use of CoachNet.org is through the use of a password. You must keep Your password strictly confidential. For security reasons, CoachNet will not release passwords. Unauthorized access to CoachNet.org is a breach of this Agreement and may be a violation of law. You acknowledge and give Your permission to CoachNet to collect statistical information on Your source Internet Provider address, and agree that if You share Your unique Login name and/or Password with another individual that Your access to CoachNet.org is subject to immediate termination without notice or reimbursement of any kind.

9/27 You agree to use CoachNet.org for lawful purposes only. No other uses are intended or authorized by CoachNet. You agree not to use CoachNet.org or any SUBSCRIBER MATERIALS, services or information provided to You by, through or in direct or indirect association with CoachNet, including without limitation, discussion forums or networks postings, communications, or other data to directly or indirectly do any of the following:

1. post, submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, hateful, fraudulent, harmful, obscene, harassing, offensive, or illegal message or material of any kind or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights, trade secrets, or other rights of any person or entity;
2. post, transmit or link to sexually oriented material;
3. create on-line traffic for another website;
4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation, or any other person's or entity's affiliation, with any person, organization or other entity;
5. post or transmit statements that are intentionally false, deceptive or misleading; or
6. post or transmit any advertising, promotional materials, or other solicitations.

You agree that You are solely responsible for all information which You submit, publish, display, disseminate or otherwise communicate through CoachNet.org even if a claim should arise after termination of service. You agree that You have hereby been informed and noticed that any and all messages and other communications which You submit to CoachNet directly or through CoachNet.org can be read by the operators and/or other agents of CoachNet, regardless of whether they are the intended recipient(s). Nothing herein shall impose any duty upon CoachNet to supervise, edit or censor any such information, messages or other communications.

10/27 You acknowledge and agree that CoachNet can remove, and/or disable access to, at any time, and for any reason, any post, transmission, message, communication or any other information from CoachNet.org, and can remove and/or disable access to any discussion forum, subscriber generated network, or any other part of CoachNet.org, without notice to You, and without being subject to, or incurring, any liability.

11/27 The Subscription Term is for one (1) year. Your Subscription Term will automatically terminate unless notice is received by CoachNet of your desire to renew your subscription prior to the expiration of the Subscription Term. You will be notified at least one (1) month in advance of the expiration of Your Subscription Term that Your Subscription Term is about to expire. Notification of Your decision to renew Your Subscription may be made online at CoachNet.org. Your Renewal Subscription terms and rates are subject to change.

12/27 You understand and agree that Your Subscription to CoachNet.org will be directly billed to Your credit card. You hereby authorize CoachNet to charge the credit card You entered at CoachNet.org or any other credit card you designate ("Your Billing Credit Card") to pay all Subscription Fees and Renewal Fees by automatic credit card debit. You further authorize CoachNet to charge Your Billing Credit Card for payment of all other products and services you order in, at or through CoachNet, including, without limitation, existing CoachNet products, specially offered products, custom and special coaching services.

13/27 Subscriber must promptly inform CoachNet of any and all changes pertaining to Your credit card account, including, but not limited to, changes in the expiration date of any credit card used in connection with CoachNet.org; changes in home or billing address; and all other changes pertaining to Your Billing Credit Card account used to pay for services pursuant to this Agreement which may affect CoachNet's ability to expeditiously obtain payments due to CoachNet. If CoachNet does not have current and valid credit card information at the time of renewal of your Subscription, Your Subscription shall be terminated upon the expiration of Your then current Subscription Term.

14/27 You agree not to report as lost or stolen any credit card which You have used in conjunction with payment to CoachNet, or as unauthorized any charge by CoachNet, for any goods or services, including Subscription, for which you do not have good reason to believe is, in fact, lost, stolen or unauthorized.

15/27 Subscription to CoachNet.org may be terminated at any time, and without cause, by either CoachNet or You upon notification of the other by email to subscriptions@CoachNet.org or by mail at CoachNet, Inc., P.O. Box 1353, Alta Loma, California, 91701-1353, United States of America. You agree to be personally liable for all charges incurred by You for subscriptions, renewals, from products and services ordered through the use of CoachNet.org. Your liability for such charges shall continue after termination of your membership. Your license to access and use SUBSCRIBER BENEFITS will immediately terminate, without notice to You, if you fail to comply with the limitations described herein, breach any other provision of this Agreement, cease, for any reason, to be a Subscriber in good standing, or are notified of Your subscription termination by CoachNet or its authorized agent(s). You agree that upon such termination, you will immediately destroy all copies of the SUBSCRIBER MATERIALS in your possession and cease accessing all discussion forums and SUBSCRIBER MATERIALS. You understand that if You cancel Your membership, Your username and password will be removed from the system.

16/27 You agree to be personally liable and fully indemnify CoachNet for any and all damages directly and/or indirectly resulting from any attempted or actual unauthorized downloading or other unauthorized duplication of SUBSCRIBERS MATERIALS use of CoachNet, CoachNet services or SUBSCRIBERS BENEFITS by You alone, or with or under the authority of any other person(s), including, without limitation, all direct and consequential damages of every kind, including attorneys fees and costs.

17/27 You agree that SUBSCRIBERS MATERIALS and all other services provided to You by CoachNet are provided on an AS IS basis. No warranty is made by CoachNet regarding any information, services, SUBSCRIBERS MATERIALS or products provided through or in connection with CoachNet.org, and CoachNet hereby expressly disclaims any and all warranties, including without limitation any warranties as to the availability, accuracy, or content of SUBSCRIBERS MATERIALS, information, products, or services; any warranties of merchantability or fitness for a particular purpose; and any warranties as to noninfringement. The entire risk as to the quality and performance of the SUBSCRIBERS MATERIALS and all services provided by CoachNet is borne by You. Should the SUBSCRIBERS MATERIALS or any other service provided by CoachNet prove defective and/or cause any damage to your computer or inconvenience to You, You, and not CoachNet, assume the entire cost and all damages which may result from any and all such defects. This disclaimer of warranty constitutes an essential part of the Agreement. Some states do not allow exclusions of an implied warranty, so this disclaimer may not apply to You and You may have other legal rights that vary from state to state or by jurisdiction. Under no circumstances and under no cause of action or legal theory, shall CoachNet, its suppliers, licensees, resellers, or other subscribers, or their suppliers, licensees, resellers or subscribers be liable to You or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any use of SUBSCRIBERS MATERIALS or other use of CoachNet.org.

18/27 CoachNet does not endorse, screen or extend editorial discretion regarding communications submitted to CoachNet.org by third-party licensees, advertisers, forum participants, network participants, subscribers, or guests. Subscribers are therefore advised to use their own judgment to evaluate all other communications available at or through the use of CoachNet.org prior to commencing any activity, including, but not limited to, choosing a coach, or otherwise responding to any communication at CoachNet.org.

19/27 CoachNet is not liable for damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any SUBSCRIBERS MATERIALS, data, advertisement or other communication at or through CoachNet.org. CoachNet shall not be liable for any failure to perform any obligations under this Agreement, including providing GUEST MATERIALS or other GUEST BENEFITS, due to conditions beyond its control, including, but not limited to, acts of God, nature, any government agency(ies), acts of war, civil insurrection, labor disputes or shortages, electrical or mechanical breakdowns, sabotage, acts of employees or contractors outside the scope of their employment or contract, and technical failures, such as, server failures, software or hardware failures, failure of bandwidth providers and Internet failures.

20/27 Any liability of CoachNet, including without limitation any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause or action, shall be strictly limited to the amount of membership fee paid by or on behalf of the Subscriber to CoachNet. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You.

21/27 Notices from CoachNet.org to Subscribers may be given by means of email to subscriptions@CoachNet.org or by mail at CoachNet, Inc., P.O. Box 1353, Alta Loma, California, 91701-1353, United States of America. Communications from You to CoachNet, including all questions, complaints, or notices, may be made by email to subscriptions@CoachNet.org or by mail at CoachNet, Inc., P.O. Box 1353, Alta Loma, California, 91701-1353, United States of America.

22/27 This AGREEMENT and the rights pertaining hereto may not be assigned or otherwise transferred in whole or in part by Subscriber without CoachNet's prior written consent. Notwithstanding the above, this Agreement shall be binding upon the successors and assigns, if any, of CoachNet and Subscriber. CoachNet may assign any or all of its rights and/or obligations hereunder.

23/27 You acknowledge and agree that CoachNet makes no guaranties or warranties of any kind with respect to the services or SUBSCRIBERS MATERIALS provided by, through or in association with CoachNet. All use of CoachNet's services and associated SUBSCRIBERS MATERIALS is solely at Your risk. You hereby confirm and acknowledge that You have unilaterally decided to use CoachNet SUBSCRIBERS MATERIALS for the purpose of enhancing Your ministry and You acknowledge that it is a high risk business. You further confirm, acknowledge and expressly agree that neither CoachNet, any agent or representative of CoachNet, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding:

* (a) the potential profitability or likelihood of success of any endeavor for which You may use SUBSCRIBERS MATERIALS and/or services provided to You pursuant to Your Subscription to CoachNet as set forth in this Agreement or otherwise;
* (b) the possibility or likelihood that use of any products and/or services provided by CoachNet pursuant to this Agreement can or will result in the recoupment of any funds expended by You for any purpose; or
* (c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in CoachNet pursuant to this Agreement.

You expressly acknowledge and agree that the success of any business endeavors which involve Your participation in CoachNet pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not CoachNet. You further expressly agree not to raise any claim of any kind against CoachNet and You agree to hold CoachNet harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in CoachNet's services pursuant to this Agreement. No joint venture or relationship of any kind between CoachNet and You exists or is intended.

24/27 Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction or the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common laws of the State of California and the United States.

25/27 In case of any litigation regarding this Agreement, You and CoachNet agree that the venue for such litigation shall be, depending on the subject matter of the dispute, either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles, or the United States District Court for the Central District of California, Western Division. You hereby consent and stipulate to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.

26/27 For purposes of construction of this Agreement, both CoachNet and You shall be deemed to have mutually drafted this Agreement and all parts thereof.

27/27 This Agreement constitutes the entire agreement between You and CoachNet regarding Subscribers' use of CoachNet.org, and all MATERIALS directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by CoachNet. This Agreement is executed in California and shall be governed by and construed under the laws and judicial decisions of the State of California and the United States as applied to agreements between California state residents and shall be deemed to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The failure of CoachNet to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, or a waiver of any other right or provision in this Agreement. If any provision of this Agreement is held to be unenforceable, invalid or illegal for any reason, such unenforceability, invalidity or illegality shall not affect any other provision hereof, and this Agreement shall be construed as if such unenforceable, invalid or illegal provision(s) had never been included. The unenforceability, invalidity or illegality of any provision of this Agreement shall not affect the enforceability, validity or legality of any other provision.