You must read and agree to these terms and conditions before you can access the discussion forums, GUEST MATERIALS and information available to Guests of CoachNet.org. Please read them carefully.

1/18 By accessing the forums, GUEST MATERIALS and information at CoachNet.org and for other good and valuable consideration, the sufficiency of which is acknowledged by You, You hereby agree to be bound by all the terms and conditions set forth in this agreement (the "Agreement"). The parties to this Agreement are You (also referred to herein as "GUEST"), and CoachNet ("CoachNet").

2/18 GUEST BENEFITS means access to and use of GUEST MATERIALS, CoachNet.org online discussion forums and other rights and benefits listed and described in About CoachNet at CoachNet.org. CoachNet GUEST BENEFITS are subject to change by CoachNet at any time without notice.

3/18 GUEST MATERIALS means graphic files, audio files, video files, text files, other textural and graphic information, hyperlinks and interlinks associated with authorized Guest use of CoachNet.org and use of equipment associated with message boards and open discussion forums available to Guests.

4/18 Subject to all the terms and conditions set forth herein, CoachNet hereby grants you a limited, non-exclusive and non-transferable license to access the GUEST BENEFITS for the sole purpose of assessing whether to become a CoachNet subscriber. You may use the GUEST BENEFITS only in accordance with the terms and conditions of this Agreement, only on one computer at a time and, if downloadable copies of the GUEST MATERIALS are made available by CoachNet.org, You may make only a single copy of such GUEST MATERIALS for your personal use. You may make no use of GUEST 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 GUEST MATERIALS;
2. modifying, translating, reverse engineering, decompiling, or disassembling the GUEST MATERIALS (except to the extent applicable laws specifically prohibit such restrictions);
3. making copies or creating derivative works based on the GUEST MATERIALS except as provided herein;
4. renting, leasing, or transferring any rights in the GUEST MATERIALS;
5. removing any proprietary notices or labels on or associated with the GUEST MATERIALS; and (
6. using GUEST 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 GUEST 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 your access to CoachNet.org without notice. This license does not grant You any rights to any software enhancements or updates of any kind.

5/18 You acknowledge and agree that all GUEST MATERIALS contained at CoachNet.org are proprietary and constitute valuable intellectual property owned by CoachNet and others who have licensed use of such GUEST 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 GUEST 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 GUEST 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 GUEST MATERIALS shall constitute intentional infringement(s) of CoachNet's and potentially others' intellectual property rights and other rights in such GUEST MATERIALS.

6/18 All editions of CoachNet.org, all GUEST MATERIALS and other matter created by CoachNet, and other matter created or posted directly or indirectly in, at, by, through and/or with CoachNet.org, including matter posted in discussion forums and link lists, 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 rights are reserved thereto. All other matter 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).

7/18 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 GUEST MATERIALS or other information, including without limitation, information posted in discussion the open forums, provided to You pursuant to this Agreement in whole or in part, in any manner, at any time anywhere in the World.

8/18 Access to and use of the discussion forums of CoachNet.org is through the use of a password. Each GUEST must keep his 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.

9/18 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 GUEST MATERIALS, services or information provided to You by, through or in direct or indirect association with CoachNet, including without limitation, discussion forums, 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.

10/18 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, or any other part of CoachNet.org, without notice to You, and without being subject to, or incurring, any liability.

11/18 Your access to CoachNet.org may be terminated at any time, and without cause, by CoachNet. Your license to access and use GUEST BENEFITS will immediately terminate, without notice to You, if you fail to comply, as determined in CoachNet's sole discretion, with the limitations described herein, or breach any other provision of this Agreement. You agree that upon such termination, you will immediately destroy all copies of the GUEST MATERIALS in your possession and cease accessing all discussion forums and GUEST MATERIALS.

12/18 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 GUESTS MATERIALS, use of CoachNet, CoachNet services or GUESTS 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.

13/18 You agree that GUESTS 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, GUESTS 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 GUESTS 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 GUESTS MATERIALS and all services provided by CoachNet is borne by You. Should the GUESTS 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 GUESTS MATERIALS or other use of CoachNet.org.

14/18 CoachNet does not endorse, screen or extend editorial discretion regarding communications submitted to CoachNet.org by guests, third-party licensees, advertisers, forum participants, or subscribers. GUESTS 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 or otherwise responding to any communication at CoachNet.org.

15/18 CoachNet is not liable for damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any GUESTS 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.

16/18 You agree that CoachNet's entire liability and Your exclusive remedy for any and all damages to You directly or indirectly resulting from your accessing CoachNet.org, use of forums, use of Materials of CoachNet.org, and other association(s) with CoachNet generated therefrom shall be one dollar ($1.00).

17/18 In case of any litigation regarding this Agreement, You and CoachNet agree that the venue for such litigation shall be, depending on by 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.

18/18 This Agreement constitutes the entire agreement between the YOU and CoachNet regarding Guests' 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 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. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 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.