Terms of Use

TERMS OF USE AGREEMENT

San Diego Professional Coaches Alliance, Inc., (“SDPCA”) operates www.sandiegocoaches.org (“Site”) for the sale and renewal of memberships for advertisement relating to member coaches and their services, and to announce its events.

This Terms of Use Agreement (the “Agreement”) sets forth legally binding terms for your use of this Site.  This Agreement also contains warrant and liability disclaimers with respect to the specifications of this Site.  By signing and submitting this document, you are confirming your agreement to become bound to SDPCA by the terms of this Agreement.

Definitions:

User – This term refers to a Visitor or Member

Visitor – This term means that you simply browse the Site

Member –  This term means that you have paid and registered as a member of SDPCA and may have uploaded your profile to Coach Finder (if applicable).

TERMS AND CONDITIONS OF USE

Welcome to our Site. This Site is maintained as a service to our Members. By using this Site, you agree to comply with and be bound by the following terms and conditions of use. Please review these terms and conditions carefully. If you do not agree to these terms and conditions or follow all applicable laws, you should not use this Site.

1. Agreement. This Agreement (”the ”Agreement”) specifies the Terms and Conditions for access to and use of the ”Site” and describes the terms and conditions applicable to your access of and use of the Site. This Agreement may be modified at any time by SDPCA upon posting of the modified agreement. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time at www.sandiegocoaches.org. Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.
2. Privacy. Your visit to our Site is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
3. Ownership. All content included on this Site is and shall continue to be the property of the SDPCA or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. Your use of the Site does not grant you ownership rights or other interest in any of its content.
4. Intended Audience. This Site is intended for adults only. This Site is not intended for any children under the age of 18.
5. Trademarks. SDPCA names mentioned on this Site may be trademarks of their respective owners.
6. Site Use. SDPCA grants you a limited, revocable, nonexclusive license to use this Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Site, reverse engineer or break into the Site, or use materials, products or services in violation of any law. The use of this Site is at the discretion of SDPCA and SDPCA may terminate your use of this Site at any time.
7. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Site. You further agreed that information provided by you is truthful and accurate to the best of your knowledge.
8. Indemnification. You agree to indemnify, defend and hold SDPCA and our directors, officers, employees, agents, and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the SDPCA Site and/or Member portal in violation of this Agreement and/or arising from any breach of your representations and warranties set forth in this Agreement and/or if any content that you post on or through the SDPCA Member portal causes SDPCA to be liable to a third party.
9. Eligibility for Members. Use of the SDPCA Site to register your profile (“Membership”) is void where prohibited. By using the SDPCA you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation, including intellectual property laws regarding infringement.  Your profile may be deleted and your Membership may be terminated without warning, if, among other things, we believe that you are under 18 years of age, or if we believe that you are under 18 years of age and you represent yourself as 18 or older.
10. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Site or are a Member. You may terminate your Membership by contacting us at http://www.sandiegocoaches.org/contact-us/. SDPCA reserves the right to terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect.
11. Use by Members/Visitors/Users. The Member portal selected for use by Members is for the individual use of Members. Members may only use the Site to upload their personal profile,  display their coaching skils and credentials, renew their membership or as specifically endorsed or authorized by SDPCA.  The SDPCA reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Member services by Members, Visitors or Users of this Site, including collecting usernames, user id numbers and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, or employing third party promotional Sites or software to promote profiles for money, is prohibited.  Other than the advertising allowed by the SDPCA as set forth in http://sandiegocoaches.org/about/advertising-and-sponsorship/ forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges.  SDPCA further reserves the right to take appropriate legal action for any illegal or unauthorized use of this Site.
12. Proprietary Rights in Content of Site by Members 

    12.1 SDPCA claims full ownership rights in the text, files, images, photos, video, works of authorship, applications, or any other materials (collectively, “Content”) that you post through the Member portal.  By posting your Content, you grant SDPCA the right to distribute your Content to the general public for SDPCA’S purposes.12.2    You represent, warrant and covenant that: (i) you own the Content posted by you; (ii) the posting of your Content on or through the SDPCA Services does not violate any applicable laws, including but not limited to the privacy rights, publicity rights, intellectual property rights, copyrights, contract rights or any other rights of any person or entity.

    12.3     Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the SDPCA Site.

13. Content Posted. SDPCA may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of SDPCA violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. SDPCA assumes no responsibility for monitoring the SDPCA Member portal for inappropriate Content or conduct.  If at any time SDPCA chooses, in its sole discretion, to monitor the SDPCA Member portal for this purpose, SDPCA nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User or Member submitting any such Content.13.1  You are solely responsible for the Content that you post on or through the Member portal.

    13.2 You are solely responsible for ensuring that all Content that you post on or through any of the Member portal, and any material or information that you transmit to other Users, conforms to all applicable data protection, privacy, transmission and consumer laws.

14. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the SDPCA Member portal. SDPCA reserves the right to investigate and take appropriate legal action against anyone who, in SDPCA’s sole discretion, violates this provision, including, without limitation, removing the offending Content from the SDPCA Site.  Prohibited Content includes, but is not limited to Content that, in the sole discretion of SDPCA:14.1 Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

    14.2 harasses or advocates harassment of another person;

    14.3 exploits people in a sexual or violent manner;

    14.4 contains nudity, excessive violence, or offensive subject matter or contains links to adult Sites;

    14.5 publicly posts information that posses or creates a privacy or security risk to any person;

    14.6 constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them;

    14.7 involves the transmission of junk mail, chain letters, or unsolicited mass mailing;

    14.8 furthers or promotes criminal activity or enterprise;

    14.9 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users or Members;

    14.10 involves commercial activities and/or sales without prior written consent from SDPCA such as contests or sweepstakes;

    14.11 includes the photograph, video or Content of another person that you have posted without that person’s consent;

    14.12 violates privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or,

    14.13 promotes propaganda and/or symbols of organizations which are unconstitutional or illegal in your country.

15. Protecting Copyrights and Other Intellectual Property. SDPCA respects the intellectual property of others, and requires that our Users, Members and Visitors do the same. You may not upload, embed, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity.
16. Password. When you sign up to become a Member, you will be asked to choose a password.  You are entirely responsible for maintaining the confidentiality of your password.   You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party.  You agree to notify SDPCA immediately if you suspect any unauthorized use of your account or access to your password.  You are solely responsible for any and all use of your Member account.
17. Disclaimer.
    THE INFORMATION ON THIS SITE IS PROVIDED ON AN ”AS IS,” ”AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. SDPCA DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.SDPCA is not responsible for the conduct, whether online or offline, of any User, Member or Visitor of SDPCA’s Site.  SDPCA assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or unauthorized access to, or alteration of, any User, Member or Visitor communication.  SDPCA is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the SDPCA Member portal or combination thereof.

18. Limitation of Liability.UNDER NO CIRCUMSTANCES WILL SDPCA BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

    You may have additional rights under certain laws (including consumer laws), which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

19. Use of Information. SDPCA reserves the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.
20. Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to the SDPCA:(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

    (b) A description of the copyrighted work that you claim has been infringed;

    (c) A description of where the material that you claim is infringing is located on the Site;

    (d) Your address, telephone number, and e-mail address;

    (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

    (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

21. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions.  You and SDPCA agree to submit to the exclusive jurisdiction of the courts located within the state of California, County of San Diego, to resolve any dispute arising out of the Agreement or the Member portal.

26. Waiver of Litigation. Each the Parties hereby knowingly, voluntarily and intentionally waive any right they may have to a jury trial in respect of any litigation (including, but not limited to, any claims, counter-claims, cross claims, or third party claims). Further, each party hereto certifies that no representative or agent of either party has represented, expressly or otherwise, that such party would not in the event of such litigation, seek to enforce this waiver of right to jury trial provision.  Each of the parties acknowledges that this section is a material inducement for the other party entering into this Agreement.
27. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
28. Termination. SDPCA may terminate this Agreement at any time, with or without notice, for any reason.
29. Contact Information. 

    HOW TO CONTACT US:SAN DIEGO PROFESSIONAL COACHES ALLIANCE

    http://www.sandiegocoaches.com/contact-us/

30. Entire Agreement. This Agreement is accepted upon your use of the SDPCA Site or the Member portal and is further affirmed by you. This Agreement constitutes the entire agreement between you and SDPCA regarding the use of the SDPCA Site and/or Member portal.  The failure of SDPCA to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The Agreement operates to the fullest extent permissible by law.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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