Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY.
By accessing or otherwise using this site, you agree to be bound contractually by these Terms of Use.

TERMS OF USE AND DMCA NOTICE
Effective Date: March 1, 2016

To review material modifications and their effective dates scroll to the bottom of the page.

1. Parties. The parties to these Terms of Use are you, and the owner of this coach.io website business, Lexico LLC ("Lexico"). All references to "we", "us", "our", this "website" or this "site" shall be construed to mean this website business and Lexico.

2. Use And Restrictions. Subject to these Terms of Use and our Privacy Policy, you may use the public areas of this site, but only for your own internal purposes. You agree not to access (or attempt to access) this site by any means other than through the interface we provide, unless you have been specifically allowed to do so in a separate agreement. You agree not to access (or attempt to access) this site through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on this site. You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the site, its services or content; (ii) modify or make derivative works based on the site, its services or content; or (iii) "frame" or "mirror" the site, its services or content on any other server or Internet-enabled device. All rights not expressly granted in this Agreement are reserved by us and our licensors.

3. Modification. We reserve the right to modify these Terms of Use at any time, and without prior notice, by posting an amended Terms of Use that is always accessible through the Terms of Use link on this site's home page. You should scroll to the bottom of this page periodically to review material modifications and their effective dates. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF A MODIFICATION NOTICE OR NEW TERMS OF USE ON THIS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION OR NEW TERMS OF USE.

4. How We Treat Postings To This Site (Blog, Forum, or Chat Room).

4.1 We will not treat information that you post to areas of this site that are viewable by others (for example, to a blog, forum or chat-room) as proprietary, private, or confidential. We have no obligation to monitor posts to this site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that violates export control laws.

4.2 We, in our sole discretion and without notice, reserve the right, but undertake no duty, to review, edit, remove or delete any material submitted as a comment to blog, forum or chat-room provided for display or placed on this site. Specifically, we reserve the right to delete or decline to post content that contains profanity; sexual content; overly graphic, disturbing or offensive material; vulgar or abusive language; hate speech, defamatory comments, or offensive language targeting any specific demographic; personal attacks of any kind; spam; promotions for commercial products or services.

4.3 By submitting a comment for posting, you agree that we are not responsible, and shall have no liability to you, with respect to any information or materials posted by others, including defamatory, offensive or illicit material, even material that violates this Agreement.

5. Defamation; Communications Decency Act Notice. This site is a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

6. Monitoring. We reserve the right, but not the obligation, to monitor your access and use of this site without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible though the Privacy Policy link on this site's home page.

7. Separate Agreements. You may acquire products, services and/or content from this site. We reserve the right to require that you agree to separate agreements as a condition of your use and/or purchase of such products, services and/or content.

8. Ownership. The material provided on this site is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property in the content of this site is owned by us and/or others. Except for the limited rights granted herein, all other rights are reserved.

9. DMCA Notice. This site is an Internet "service provider" under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 ("DMCA"). As Required by the DMCA, this site maintains specific contact information provided below, including an e-mail address, for notifications of claimed infringement regarding materials posted to this site. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

Notification of Claimed Infringement:
Lexico LLC
2505 Anthem Village Dr. Ste E-618
Henderson, NV, 89052
Agent's Name/Email Address: compliance.officer-at-coach.io
Telephone: 801-769-0967

You may contact our agent for notice of claimed infringement specified above with complaints regarding allegedly infringing posted material and we will investigate those complaints. If the posted material is believed in good faith by us to violate any applicable law, we will remove or disable access to any such material, and we will notify the posting party that the material has been blocked or removed.

In notifying us of alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

10. Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED "AS-IS", AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability. IN NO EVENT SHALL THIS SITE AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THIS SITE OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Links to This Site. We grant to you a limited, revocable, and nonexclusive right to create a hyperlink to this site provided that the link does not portray us or our products or services in a false, misleading, derogatory, or offensive matter. You may not use any logo, trademark, or tradename that may be displayed on this site or other proprietary graphic image in the link without our prior written consent.

13. Links to Third Party Websites. We do not review or control third party websites that link to or from this site, and we are not responsible for their content, and do not represent that their content is accurate or appropriate. Your use of any third party site is on your own initiative and at your own risk, and may be subject to the other sites' terms of use and privacy policy.

14. Participation In Promotions of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products, services or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such advertiser.

15. Consumer Rights Information; California Civil Code Section 1789.3. If this site charges for services, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to our agent for notice at the following address:

Notification of Consumer Rights Complaint or Pricing Inquiry:
Lexico LLC
2505 Anthem Village Dr. Ste E-618
Henderson, NV, 89052
Contact: compliance.officer-at-coach.io
Telephone:801-769-0967

You may contact us with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries.

The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

16. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Henderson, Nevada, USA, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Nevada, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

17. Jurisdiction And Venue. The courts of Henderson County in the State of Nevada, USA and the U.S. District Court for the District of Nevada shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms of Use.

18. Controlling Law. This Agreement shall be construed under the laws of the State of Nevada, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

19. Onward Transfer of Personal Information Outside Your Country of Residence. Any personal information which we may collect on this site may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location.

20. Severability. If any provision of these terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these terms, and these terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

21. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

22. Privacy. Please review this site's Privacy Policy which also governs your visit to this site. Our Privacy Policy is always accessible on our site's home page.

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Material Modifications Since March 1, 2016: none.

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LEXICO LLC, A NEVADA LIMITED LIABILITY COMPANY (“LEXICO”), IS WILLING TO PROVIDE RIGHTS TO PARTICIPATE IN THE COACH.IO PLATFORM ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOUR RIGHTS TO PARTICIPATE ARE SUBJECT TO APPROVAL BY LEXICO AS PROVIDED IN SECTION 2 BELOW. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON "I ACCEPT", YOU WILL INDICATE YOUR AGREEMENT WITH THEM. ALL REFERENCES TO “WE”, “US”, “OUR”, “THIS WEBSITE” OR “THIS SITE” SHALL MEAN LEXICO AND THIS WEBSITE, COACH.IO. IF YOU ARE NOT ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL, THEN "YOU" MEANS YOUR COMPANY OR ORGANIZATION. YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND YOUR ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN WE ARE UNWILLING TO AUTHORIZE PARTICIPATION IN THE COACH.IO PLATFORM.

USER AGREEMENT
Effective Date: March 1, 2016

To Review Material Modifications Since March 1, 2015, Scroll To The Bottom of The Page.

1. Definitions.

1.1 “Coach.io Platform” means the online marketplace at our coach.io website that permits Coaches to offer their services for sale to Users (defined below).

1.2 “Coach” means an individual person or entity that is registered and authorized to participate in the Coach.io Platform for purposes of offering their coaching services for sale to registered users of the Coach.io Platform.

1.3 “Content” means digital files and data the you upload and post to public areas of this this site, such as our public forums where you post content and collaborate with other subscribers.

1.4 “User” means you, a person who is registered and authorized to participate in the Coach.io Platform for purposes of sourcing and purchasing coaching services from a Coach.

2. Conditions For Participation in The Coach.io Platform As a User. Your acceptance of this Agreement means that you have agreed to the terms and conditions for participating in the Coach.io Platform as a User; however, your participation is subject to our prior approval, which may be withheld in our sole discretion. This Agreement will not be legally binding unless and until we provide notice of acceptance to you as a participant in the Coach.io Platform. You agree to our making inquiries to verify your identity and to determine the good standing of you personally and your business. You agree that we may (i) obtain your credit report for our review of your application to participate in the Coach.io Platform, and (ii) that we may share or report your personal and credit information to third parties.

3. Agreement. This legal Agreement between you and Lexico consists of this User Agreement plus our Privacy Policy, which is incorporated herein and accessible on this site's home page. By clicking on “I Accept” you indicate your agreement to be bound by this Agreement which includes the terms and conditions of our Privacy Policy.

4. Modification of Agreement. We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible on this page and by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

5. Eligibility And Registration. We do not allow minors (persons under 18 years of age) to participate in the Coach.io Platform. Additional eligibility requirements for participation in the Coach.io Platform are determined in our sole discretion. Registration is required for you to participate in the Coach.io Platform. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update your Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide your Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in our sole discretion, to suspend or terminate your participation in the Coach.io Platform. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

6. Limited License Grant; Restrictions. Subject to the terms and conditions hereof and only for the term hereof, Lexico hereby grants to you a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, limited right and license to participate as a User in the Coach.io Platform for purposes of sourcing and purchasing coaching services from a Coach. Lexico reserves all rights not expressly granted to you in the limited license granted to you by this Agreement. WE MAKE NO REPRESENTATION OR WARRANTY THAT YOU WILL FIND A SUITABLE COACH OR THAT ANY COACH YOU HIRE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED .

6.1 You agree that your participation as a User in the Coach.io Platform will be in accordance with this Agreement and with all applicable laws and regulations. Without limiting the generality of the foregoing, you will not: (a) abuse or misuse the Coach.io Platform, including gaining or attempting to gain unauthorized access to the Coach.io Platform, or altering or destroying information in the Services; (b) allow access to the Coach.io Platform other than the extent specified in your signup page; (c) permit any third party that is not an affiliated entity to use or access the Coach.io Platform; (d) process or permit to be processed the data of any third party; or (e) attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of the Coach.io Platform or any part of our technology.

6.2 We use tracking methodologies for tracking usage data on the Coach.io Platform and other related analytics, including without limitation, cookies, pixels, web beacons, and other tags. You are not authorized to alter, modify, obscure, or disable any of the tracking methodologies.

6.3 The terms of this Agreement are confidential, and you agree to not disclose the terms described herein to any party (other than your employees, parent companies, and shareholders on a need-to-know basis only after undertaking reasonable precautions to preserve the confidentiality of the information made available to such individuals).  The terms and conditions provided herein are confidential between us and not known to the general public outside of this Agreement. Accordingly, any breach of this confidentiality provision by you shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to us for which there will be no adequate remedy at law. In the event of such breach, we will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

6.4 This Agreement does not establish you as Lexico's agent or representative for any other purpose. You are not authorized to accept orders or to enter into contracts or to create any obligation in Lexico's name, or to transact any business on behalf of Lexico.

6.5 The relationship of Lexico and you shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners. No up-front payment of any fee or equivalent charge is required of you by Lexico as a condition to enter into this Agreement.

6.6 We have the right in our sole discretion to terminate your account with Lexico if your account has been inactive for at least six (6) consecutive months while there was no use of your account for transactions.

7. Your Postings And Content.

7.1 We will not treat Content that you post or upload to public areas as private. We have no obligation to monitor posts to this site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing Content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.

7.2 You retain all rights and ownership to your Content. We make no claim of ownership to your Content; however, we do need certain rights (a license) to use your Content to enable our Services. If you upload or submit your Content, you grant to us and any of our affiliated entities a worldwide, non-exclusive, irrevocable, and perpetual right and license (i) to use, reproduce, modify, and create derivative works based on your Content, and (ii) to host, publish, distribute, publicly display, publicly perform your Content and derivative works in all methods and means of distribution and publication, now known or hereafter developed. This license granted by you is only for purposes of marketing, promoting, or improving our Services.

8. Our Monitoring Rights; No Right To Control. You agree that we may monitor your use of the Coach.io. Our rights to monitor do not imply, and should not be construed to grant, rights for Lexico to control your marketing and promotional activities. We have no right or authority to control, nor will we exercise any purported right to control, your marketing and promotional activities .

9. Consent to Release of Information. You agree that we may provide information about you and your relationship with us (i) to any governmental or regulatory agency that is investigating your marketing methods, procedures, or communications, and (ii) to any private person or organization which we believe may have a good faith claim based on your marketing promotions, methods, procedures, or communications.

10. Security. You will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Services, we will (i) publish to our site for your review any third party audit reports regarding data security, and (ii) implement reasonable and adequate security procedures, to protect your data in our server(s) from unauthorized access using illicit means, including without limitation, administrative and technical protocols, intrusion detection, vulnerability and patch management, firewalls, virus detection and anti-virus software that is patched to a current status, authentication techniques, such as user names and passwords, or authorization formats which limit access to particular users (the "Data Security Standard"). Provided that we are in compliance with the Data Security Standard, the parties agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your information on our site promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such information is required, you will be solely responsible for any and all such notifications at your expense.

11. Defamation; Communications Decency Act Notice. This site is a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

12. Your Representations and Warranties, and Indemnification.

12.1 You represent and warrant throughout the term of this Agreement that: (i) you have the right, power and authority to enter into this Agreement; and (ii) any Content you may post to this site will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any laws.

12.2 You agree to defend, indemnify and hold Lexico, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including without limitation attorney’s fees and costs) arising out of or relating to any of the following: (i) any breach or alleged breach by you of this Agreement or the representations and warranties stated above; and (ii) any negligent act or omission by any you arising out of the use of the Coach.io Platform.

12.3 Upon receipt of notice a claim or action for which we are entitled to indemnification, we will  (i)   promptly notify you in writing of the claim or action against which indemnification is sought under this Section; and (ii) provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense; provided, however, that we shall have the right to be represented separately by counsel of our own choosing at our own expense. No settlement may be consummated without our express written authorization, which shall not be unreasonably withheld or delayed.

12.4 This Section in no way limits our right to seek any other remedies available to us herein or under law to recover its costs and expenses for addressing such demands or claims.

13. Warranty Disclaimer By Lexico. NEITHER LEXICO NOR ANY COACH NOR ANY OF OUR SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU. LEXICO PROVIDES THE COACH.IO PLATFORM "AS-IS" AND WITH ALL FAULTS. LEXICO AND ITS COACHES AND SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THIS SITE, THE COACH.IO PLATFORM AND/OR SERVICES PROVIDED BY THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THIS SITE, THE COACH.IO PLATFORM AND/OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT LEXICO HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE, THE COACH.IO PLATFORM AND ITS SERVICES. WE MAKE NO WARRANTY THAT YOU WILL MAKE MONEY OR NOT LOSE ANY MONEY IN CONNECTION WITH YOUR PARTICIPATION IN THE COACH.IO PLATFORM. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. PARTICIPATION IN THE COACH.IO PLATFORM IS NOT AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

14. Disclaimer of Incidental and Consequential Damages. EXCEPT FOR YOUR INDEMNITIES PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Liability Cap. In no event shall the aggregate liability of Lexico and this site, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, including without limitation any liability for direct damages, exceed the $100.

16. Email And Telephone/Text Messages. You hereby consent to our sending you periodic emails and pre-recorded phone messages and /or text messages to your designated phone number regarding the Coach.io Platform and the operation of this site.

17. Term and Termination. The term of this Agreement will begin upon our issuance of written notice of acceptance to you as a participant in the Coach.io Platform in accordance with Section 2 above, and shall continue until terminated. Either you or we may terminate this Agreement at any time for convenience, with or without cause, by giving the non-terminating party five (5) days prior written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of the Coach.io Platform

18. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: Lexico LLC, 2505 Anthem Village Dr., Ste E-618, Henderson, NV 89052, in either case, addressed to the attention of "Managing Member of the Company". Notices will not be effective unless sent in accordance with the above requirements.

19. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

20. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Henderson, Nevada and may be conducted by telephone or online. The arbitrator shall apply the laws of the state of Nevada to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

21. Jurisdiction and Venue; Applicable Law. The courts of Henderson County in the State of Nevada, USA and the U.S. District Court for the District of Nevada shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. The laws of the state of Nevada shall apply to all issues in dispute, excluding its rules regarding conflicts of law.

22. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the confidential information and other intellectual property, and (v) the payment of taxes, duties, or any money hereunder.

23. U.S. Government End-Users. We provide the Coach.io Platform, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Coach.io Platform include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable

24. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The Agreement is written in English, and English is its controlling language. If you are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use this site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

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Material Modifications Since March 1, 2016 - none.

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LEXICO LLC, A NEVADA LIMITED LIABILITY COMPANY (“LEXICO”), IS WILLING TO PROVIDE RIGHTS TO PARTICIPATE IN THE COACH.IO PLATFORM ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOUR RIGHTS TO PARTICIPATE ARE SUBJECT TO APPROVAL BY LEXICO AS PROVIDED IN SECTION 2 BELOW. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON "I ACCEPT", YOU WILL INDICATE YOUR AGREEMENT WITH THEM. ALL REFERENCES TO “WE”, “US”, “OUR”, “THIS WEBSITE” OR “THIS SITE” SHALL MEAN LEXICO AND THIS WEBSITE, COACH.IO. IF YOU ARE NOT ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL, THEN "YOU" MEANS YOUR COMPANY OR ORGANIZATION. YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND YOUR ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN WE ARE UNWILLING TO AUTHORIZE PARTICIPATION IN THE COACH.IO PLATFORM.

COACHES AGREEMENT
Effective Date: March 1, 2016

To Review Material Modifications Since March 1, 2015, Scroll To The Bottom of The Page.

1. Definitions.

1.1 “Coach.io Platform” means the online marketplace at our coach.io website that permits Coaches to offer their services for sale to Users (defined below).

1.2 “Coach” means an individual person or entity that is registered and authorized to participate in the Coach.io Platform for purposes of offering their coaching services for sale to registered users of the Coach.io Platform.

1.3 "Customer Data" means all Personal Information as defined in our Privacy Policy that a coach may collect in the process of interaction with a User.

1.4 “Remittance Amount” means gross revenues from the Sale of a Coach’s service to an end-user customer via the Coach.io Platform, less Selling Fees retained by Lexico in accordance with this Agreement.

1.5 “Return Policy” means the return and refund policy specified by a Coach in the Coach’s account settings for the return of deliverables (if any) purchased via the Coach.io Platform and for the refund specified therein.

1.6 “Sale” of a service for purposes of payment of a Remittance Amount to a Coach means: (i) the initiation of a purchase transaction by a User via the Coach.io Platform for a service listed by Coach on the Coach.io Platform, and (ii) payment in full for the purchased service by the User.

1.6 “Selling Fees” means the fee calculated as follows: a mutually agreed upon percentage of gross sales to a User for a service listed on the Coach.io Platform by a Coach.

1.7 “Subscription Fees” means the monthly fees payable in advance by a User for participation in specific, optional services or features of Coach.io Platform.

1.8 “User” means a person who is registered and authorized to participate in the Coach.io Platform for purposes of sourcing and purchasing coaching services from a Coach.

2. Conditions For Participation in The Coach.io Platform As a Coach. Your acceptance of this Agreement means that you have agreed to the terms and conditions for participating in the Coach.io Platform as a Coach; however, your participation is subject to our prior approval, which may be withheld in our sole discretion. This Agreement will not be legally binding unless and until we provide notice of acceptance to you as a participant in the Coach.io Platform. You agree to our making inquiries to verify your identity and to determine the good standing of you personally and your business. You agree that we may (i) obtain your credit report for our review of your application to participate in the Coach.io Platform, and (ii) that we may share or report your personal and credit information to third parties.

3. Agreement. This legal Agreement between you and Lexico consists of this Coaches Agreement plus our Privacy Policy, which is incorporated herein and accessible on this site's home page. By clicking on “I Accept” you indicate your agreement to be bound by this Agreement which includes the terms and conditions of our Privacy Policy.

4. Modification of Agreement. We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible on this page and by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

5. Eligibility And Registration. We do not allow minors (persons under 18 years of age) to participate in the Coach.io Platform. Additional eligibility requirements for participation in the Coach.io Platform are determined in our sole discretion. Registration is required for you to participate in the Coach.io Platform. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update your Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide your Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in our sole discretion, to suspend or terminate your participation in the Coach.io Platform. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

6. Limited License Grant; Restrictions. Subject to the terms and conditions hereof and only for the term hereof, Lexico hereby grants to you a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, limited right and license (i) to participate as a Coach in the Coach.io Platform, and (ii) to display and offer your coaching services for sale to Users. Lexico reserves all rights not expressly granted to you in the limited license granted to you by this Agreement. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY POTENTIAL INCOME YOU MAY MAKE.

6.1 You agree that your participation as a Coach in the Coach.io Platform will be in accordance with this Agreement and with all applicable laws and regulations. Without limiting the generality of the foregoing, you will not: (a) abuse or misuse the Coach.io Platform, including gaining or attempting to gain unauthorized access to the Coach.io Platform, or altering or destroying information in the Services; (b) allow access to the Coach.io Platform other than the extent specified in your signup page; (c) permit any third party that is not an affiliated entity to use or access the Coach.io Platform; (d) process or permit to be processed the data of any third party; or (e) attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of the Coach.io Platform or any part of our technology.

6.2 We use tracking methodologies for tracking usage data on the Coach.io Platform and other related analytics, including without limitation, cookies, pixels, web beacons, and other tags. You are not authorized to alter, modify, obscure, or disable any of the tracking methodologies.

6.3 The terms of this Agreement are confidential, and you agree to not disclose the terms described herein to any party (other than your employees, parent companies, and shareholders on a need-to-know basis only after undertaking reasonable precautions to preserve the confidentiality of the information made available to such individuals).  The terms and conditions provided herein are confidential between us and not known to the general public outside of this Agreement. Accordingly, any breach of this confidentiality provision by you shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to us for which there will be no adequate remedy at law. In the event of such breach, we will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

6.4 This Agreement does not establish you as Lexico's agent or representative for any other purpose. You are not authorized to accept orders or to enter into contracts or to create any obligation in Lexico's name, or to transact any business on behalf of Lexico.

6.5 The relationship of Lexico and you shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners. No up-front payment of any fee or equivalent charge is required of you by Lexico as a condition to enter into this Agreement.

6.6 We have the right in our sole discretion to terminate your account with Lexico if your account has been inactive for at least six (6) consecutive months while there was no use of your account for transactions.

7. Customer Data, Licenses and Ownership

7.1 "Customer Data" means all Personal Information as defined in our Privacy Policy that you may collect in the process of your interaction with a User.

7.2 Regarding any Customer Data in your possession or in the possession of a third party engaged by you, you shall ensure that (i) you and such third party use and process the Customer Data only for purposes of your participation in the Coach.io Platform and in conformity with your posted privacy policy and all applicable laws, and (ii) that you and any such third implement and comply with reasonable privacy and security protection measures in using and archiving any Customer Data.

7.3 You shall immediately notify Lexico if you become aware of or suspect any unauthorized access to or use of Customer Data in your possession, and you shall cooperate with Lexico in the investigation of such breach and the mitigation of any damages. You will bear all associated expenses incurred by Lexico to comply with applicable laws (including without limitation, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in your possession or control. Upon termination or expiration of this Agreement, you shall, as directed by Lexico, destroy or return to Lexico all the Customer Data in your possession and in the possession of any third party; however, we will provide you with a record of your basic User transaction information for up to the past year upon your request and in compliance with applicable law.

7.4 You grant to us a non-exclusive, worldwide, royalty free, fully-paid, perpetual, irrevocable, transferable and sub-licensable right and license to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (i) your business name, name, image, likeness, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text, menu items, and any other content provided, specified, recommended, directed, authorized or approved by you for use with the Coach.io Platform (collectively, "Coach IP"); and (ii) any third party's business name, name, image, likeness, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text, menu items, and any other content provided, specified, recommended, directed, authorized or approved by you for use with the Coach.io Platform (collectively, "Third Party IP"), in all media or formats now known or hereafter developed. Our use of the Coach IP and Third Party IP is within our sole discretion.

7.5 Upon request from you, we may share the Coach IP, Third Party IP, and certain Customer Data with third parties at your direction and to the extent we are legally allowed to share it; provided, however, you agree that such use will be governed by your agreements with those third parties, and further that Lexico is not responsible for the use of such information by such third parties. If we share such information with third parties at your request, you agree to indemnify, defend, protect and hold Lexico and its affiliates harmless from and against any and all third party damages, losses, claims and expenses, including but not limited to governmental penalties and reasonable attorneys' fees, which may be asserted against or incurred by Lexico or any affiliate arising out of or resulting from the sharing, use or ownership of such information.

7.6 You agree that you will not upload, submit or post any Coach IP, Third Party IP or Customer Data to the Coach.io Platform unless you have the required authorization.

7.7 You acknowledge and agree that any information you transmit through Coach.io Platform may be read or intercepted by others, even if such information is encrypted, and that Lexico is neither responsible nor liable for any such interception, or for any resulting loss or damage.

7.7 You acknowledge that we may collect and analyze information related to our site’s visitors, customers, and your interaction with and the operation of the Coach.io Platform, including without limitation, the time spent using the Coach.io Platform, browser types and language, Internet Protocol addresses, device-specific information, including hardware model, operating system and version, unique device identifiers, mobile network information, information about the location of the device and the locations of customers in relation to you and the device, the device's interaction and performance with our Coach.io Platform and customers, peripheral hardware. We may also identify other software running in connection with the Coach.io Platform for anti-fraud and malware-prevention purposes (collectively, the “Usage Data”). As between you and Lexico, Lexico owns all right, title and interest in and to any and all Usage Data, and we reserve the right to use and share such Usage Data in accordance with our Privacy Policy.

7.8 The Coach.io Platform, its contents, Usage Data, Customer Data, and any products or services provided or sold by Lexico are the sole and exclusive property of Lexico, and are protected by the copyright and other intellectual property laws (collectively, the "Lexico IP"). To the extent such rights do not vest in Lexico by virtue of this Agreement, you hereby irrevocably assign to Lexico all right, title, and interest in and to Lexico IP. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the Lexico IP is strictly prohibited. You agree that nothing on or in the Coach.io Platform shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any copyrighted property displayed on or in the Lexico IP without the prior written permission of the copyright owner.

7.9 No license is granted herein for use of our tradename or trademarks, whether registered or unregistered, including without limitation, any of our logos, trade dress graphics, page headers, or icons; however, during the term of this Agreement, you are authorized to use any materials provided by us such as banner advertisement links, button links, and/or a text links which may incorporate our tradename or trademarks, but only in the form provided by us, and only for purposes of indicating Lexico as the source of origin. All other trademarks and other indicia or origin that may appear on the Coach.io Platform (i) are owned by third parties and not owned by us, (ii) are the property of their respective third-party owners, and (iii) are subject to the ownership and use rights of their respective third-party owners. No rights are granted by implication, estoppel or otherwise for you to use any trademarks or indicia of origin of any third parties.

8. Your Appointment of Lexico as Transactions Processor. All sales of your coaching services shall be between you as Coach and the User who purchases your coaching services. You hereby appoint Lexico as your agent for purposes of processing purchase and sales transactions of your coaching services via the Coach.io Platform.

9. Display of Service Descriptions; Remittance Amount; Refunds And Taxes; Subscription Fees.

9.1 We will display your coaching service descriptions and promotional messages on the Coach.io Platform in accordance with our published policies.

9.2 For each completed Sale of your coaching service transacted through the Coach.io Platform, we will retain the Selling Fee and pay the Remittance Amount to you in accordance with our then-current monthly payment schedule.

9.3 You are solely responsible for any refunds and the return of any associated deliverable requested by a User. We do not provide any refunds and the return of any associated deliverable requested by a User. These matters are solely in your discretion between you and the User; however, we may assist with the resolution of any related issues. Notwithstanding the foregoing, we reserve the right to terminate your account if we determine in our sole discretion that any unresolved dispute with a User is not in the best interest of Lexico or the Coach.io Platform.

9.4 You are solely responsible for all taxes that may be levied on Sales transactions, including without limitation all applicable sales taxes. You shall register for sales and use tax collection purposes with all applicable governmental agencies. You are solely responsible for ensuring that all taxes and related charges incident to any sale of your services are paid timely and in full. We assume no responsibility for any taxes and related charges.

9.5 We will charge Subscription Fees in accordance with the sign-up terms and conditions for any specific, optional services or features selected by you that we may offer via the Coach.io Platform. You agree that at the beginning of each month, we will automatically charge your credit card or debit your bank account via ACH information, as provided by you, for the Subscription Fees. You may change your credit card or ACH information on file at any time. Subscription Fees are non-refundable. Subscription Fees are exclusive of sales, use, or other transaction-based taxes, and you agree to pay all such charges either as levied by taxing authorities or invoiced by us. We may increase Subscription Fees to be effective upon thirty (30) days prior notice. YOU MAY CANCEL SERVICES THAT ARE CHARGED ON A SUBSCRIPTION FEE BASIS AT ANY TIME. THERE WILL BE NO REFUNDS FOR PREPAID SUBSCRIPTION FEE-BASED SERVICES.

10. Your Promotions And Restrictions.

10.1 All ad copy, artwork, and branding for your promotions on the Coach.io Platform are subject to our prior review and approval, which will not be unreasonably withheld or delayed. Our right of prior approval shall not be construed to assume any responsibility for your compliance with all applicable laws and regulations, which is your sole responsibility.

10.2 The following are not authorized for your promotions via the Coach.io Platform: (i) tool bars, banner networks, news groups, chat rooms, forums, message boards, adware, pop-up/pop-under technologies, plug-ins, spyware, adware, and (ii) devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods.

10.3 You are not authorized to use advertisements or marketing materials that feature or utilize pornography, racially or ethnically discriminatory, political issues, software pirating or hacking, hate-mongering, gambling, pyramid schemes, multi-level (MLM), franchise, or business opportunities as regulated by the FTC Biz Op Rule, or otherwise use objectionable or illegal content.

10.4 You acknowledge that you are solely responsible for your costs and expenses associated with your promotion of your coaching services through the Coach.io Platform, including without limitation costs associated with advertising, mailing, marketing materials, and your website operations. Your financial responsibility applies regardless of whether or not your promotions result in sales.

10.5 We do not provide legal advice or review your promotions for legal compliance, or for any purpose. You are solely responsible for the content of your promotions. You agree that you will not promote services or products with any illegal material or means, including without limitation, infringement of another’s intellectual property rights such as copyrights, trade secrets, trademarks, trade dress, rights of publicity and privacy, moral rights, and rights of attribution. You agree that you will not engage in promotions that are defamatory regarding other persons, products, or services.

10.6 We strongly recommend that you seek legal counsel to advise you regarding your promotions via the Coach.io Platform. You agree that your promotions will incorporate Truth in Advertising Principles, and will not incorporate any marketing or advertising methods or claims that are false, misleading, or otherwise in violation of any applicable law or regulation, including without limitation, the Federal Trade Commission Act and regulations promulgated and enforced by the Federal Trade Commission (“FTC”), the Federal Communications Commission (“FCC”), consumer protection laws of any State in the United States, or any other regulatory body whether federal or state. In addition, you agree you will not participate in promotions that do not comply with the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and any applicable state laws regarding anti-spam, text messages and/or Do-Not-Call Registries.

10.7 You agree that you will not suggest that you are representing Lexico or this website in any way, or that you are endorsed by Lexico or this website.

10.8 You are authorized to use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized to purchase or register, any keywords, search terms or other identifiers that include any principal words in our or any Coach’s tradename, domain name, or any of our trademarks or logos, or any variation thereof ("Proprietary Terms") for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service.

11. Our Monitoring Rights; No Right To Control. You agree that we may monitor your marketing methods, procedures, and communications and your use of the Coach.io Platform. Our rights to monitor do not imply, and should not be construed to grant, rights for Lexico to control your marketing and promotional activities. We have no right or authority to control, nor will we exercise any purported right to control, your marketing and promotional activities .

12. Consent to Release of Information. You agree that we may provide information about you and your relationship with us (i) to any governmental or regulatory agency that is investigating your marketing methods, procedures, or communications, and (ii) to any private person or organization which we believe may have a good faith claim based on your marketing promotions, methods, procedures, or communications.

13. Security. You will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Services, we will (i) publish to our site for your review any third party audit reports regarding data security, and (ii) implement reasonable and adequate security procedures, to protect your data in our server(s) from unauthorized access using illicit means, including without limitation, administrative and technical protocols, intrusion detection, vulnerability and patch management, firewalls, virus detection and anti-virus software that is patched to a current status, authentication techniques, such as user names and passwords, or authorization formats which limit access to particular users (the "Data Security Standard"). Provided that we are in compliance with the Data Security Standard, the parties agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your information on our site promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such information is required, you will be solely responsible for any and all such notifications at your expense.

14. Defamation; Communications Decency Act Notice. This site is a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

15. Your Representations and Warranties, and Indemnification.

15.1 You represent and warrant throughout the term of this Agreement that: (i) you have the right, power and authority to enter into this Agreement; (ii) you are registered for sales and use tax collection purposes in all states in which your products will be provided; (iii) your marketing and sale of products via the Coach.io Platform comply with all, and will not violate any, local, state or federal law, statute, rule, regulation, or order (“Laws”); (iv) you own all right, title and interest in the Coach IP and have the right to grant the licenses in the Coach IP and Third Party IP; (v) your advertising or promotion of your products will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws; and (vi) the Coach IP and Third Party IP do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any laws.

15.2 You agree to defend, indemnify and hold Lexico, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including without limitation attorney’s fees and costs) arising out of or relating to any of the following: (i) any breach or alleged breach by you of this Agreement or the representations and warranties stated above; (ii) any claim for state sales or use tax obligations (“Taxes”) arising from the sale of your products; (iii) any claim arising out of a violation of law and/or regulation; (iv) any claim regarding infringement of intellectual property rights, including without limitation infringement claims arising out of the Coach IP and Third Party IP; or (v) any claim arising out of or relating to your products, including without limitation, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, you shall pay any monies owed to any party, as well as all attorney’s fees, related to any action against, or determinations against, Lexico related to any action to pursue us for unpaid taxes.

15.3 Upon receipt of notice a claim or action for which we are entitled to indemnification, we will  (i)   promptly notify you in writing of the claim or action against which indemnification is sought under this Section; and (ii) provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense; provided, however, that we shall have the right to be represented separately by counsel of our own choosing at our own expense. No settlement may be consummated without our express written authorization, which shall not be unreasonably withheld or delayed.

15.4 This Section in no way limits our right to seek any other remedies available to us herein or under law to recover its costs and expenses for addressing such demands or claims.

16. Warranty Disclaimer By Lexico. NEITHER LEXICO NOR ANY COACH NOR ANY OF OUR SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU. LEXICO PROVIDES THE COACH.IO PLATFORM "AS-IS" AND WITH ALL FAULTS. LEXICO AND ITS COACHES AND SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THIS SITE, THE COACH.IO PLATFORM AND/OR SERVICES PROVIDED BY THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THIS SITE, THE COACH.IO PLATFORM AND/OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT LEXICO HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE, THE COACH.IO PLATFORM AND ITS SERVICES. WE MAKE NO WARRANTY THAT YOU WILL MAKE MONEY OR NOT LOSE ANY MONEY IN CONNECTION WITH YOUR PARTICIPATION IN THE COACH.IO PLATFORM. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. PARTICIPATION IN THE COACH.IO PLATFORM IS NOT AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

17. Disclaimer of Incidental and Consequential Damages. EXCEPT FOR YOUR INDEMNITIES PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Liability Cap. In no event shall the aggregate liability of Lexico and this site, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, including without limitation any liability for direct damages, exceed the lesser of: (i) total amount of Remittance paid to you during the thirty (30) day period preceding the claim, or (ii) $500.

19. Email And Telephone/Text Messages. You hereby consent to our sending you periodic emails and pre-recorded phone messages and /or text messages to your designated phone number regarding the Coach.io Platform and the operation of this site.

20. Term and Termination.

20.1 The term of this Agreement will begin upon our issuance of written notice of acceptance to you as a participant in the Coach.io Platform in accordance with Section 2 above, and shall continue until terminated. Either you or we may terminate this Agreement at any time for convenience, with or without cause, by giving the non-terminating party thirty (30) days prior written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to this site and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Coach.io Platform.

20.2 Notwithstanding anything to the contrary contained herein, if we terminate this Agreement due to our determination that (i) you have violated the material terms of this Agreement, or that (ii) your marketing practices appear to us to be in violation of FTC regulations, or any other law or regulation of any regulatory authority, you agree to forfeit any Remittance Amounts you may have earned under this Agreement.

21. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: Lexico LLC, 2505 Anthem Village Dr., Ste E-618, Henderson, NV 89052, in either case, addressed to the attention of "Managing Member of the Company". Notices will not be effective unless sent in accordance with the above requirements.

22. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

23. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Henderson, Nevada and may be conducted by telephone or online. The arbitrator shall apply the laws of the state of Nevada to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

24. Jurisdiction and Venue; Applicable Law. The courts of Henderson County in the State of Nevada, USA and the U.S. District Court for the District of Nevada shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. The laws of the state of Nevada shall apply to all issues in dispute, excluding its rules regarding conflicts of law.

25. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the confidential information and other intellectual property, and (v) the payment of taxes, duties, or any money hereunder.

26. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The Agreement is written in English, and English is its controlling language. If you are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use this site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

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Material Modifications Since March 1, 2016 - none.

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