RELEASE OF LIABILITY AND ASSUMPTION OF RISK
The individual “Participant” named below (referred to as “I” or “me”) desires to participate in non-mandatory / voluntary exercise, craft and coaching and conditioning activities (the “Activities”) organized by LACEY JONES COACHING, LLC, a Washington limited liability company (the “Company”). As lawful consideration for being permitted by the Company to participate in the Activities, I agree to all the terms and conditions set forth in this agreement (this “Agreement”).
I understand and acknowledge that services provided by the Company may involve the risk of injury or accident to the participant named below (the “Participant”) and I freely and consciously assume all risks. I agree to release, hold harmless, and indemnify the Company, its members, employees, agents, contractors, and representatives from and against any and all claims for damages arising from illness, accident, injury, or occurrence caused by, or as a result of the Participant’s attendance at or participation in services provided by the Company. I shall not hold the Company, its members, employees, agents, contractors, or representatives responsible for the loss, theft, or destruction of my personal items or the personal items of the Participant.
I give my permission to LACEY JONES COACHING, LLC and its employees to take picture(s), film, photographs, videotapes, or recordings for advertising or publicity purposes. I release all rights to these photos/videos and agree not to use them for any purpose without prior written permission from LACEY JONES COACHING, LLC. I agree that I do not have any copyrights, legal or monetary gain from any forms of media used by LACEY JONES COACHING, LLC. LACEY JONES COACHING, LLC, will never sell, disclose, or distribute personal information but not limited to names addresses, social medica information, etc. All personal information is kept confidential. If I am signing for my minor child, I, the parent, or guardian, do hereby grant permission to the Company to use any photographs, videotapes, motion pictures or recordings for publicity purposes by the Company.
This Agreement constitutes the sole and entire agreement of the Company and me with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement is binding on and shall inure to the benefit of the Company and me and their respective successors and assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in King County, Washington and I hereby consent to the exclusive jurisdiction of such courts.
Lacey Jones Coaching LLC - Terms and Conditions
Lacey Jones Coaching LLC - Terms and Conditions
Last modified: May 23, 2022
The parties to these Terms of Use are you and the owner of Lacey Jones Coaching LLC, a
Washington Limited Liability Company to the extent different or additional terms have been
agreed to by you and Lacey Coaching LLC in writing. These Terms shall become effective on
the date of service.
You must agree to these Terms and Conditions before you are permitted to use any digital or
downloadable resources, online course, membership, one-one-one or group coaching, program,
class, workshop, or training or enter any online private forums operated by Lacey Jones
Coaching LLC. If the person accepting these Terms is doing so on behalf of a company or other
legal entity, that person represents that he or she has the authority to bind the company or entity
to these Terms. If you do not agree to these Terms, you are NOT authorized to use the
Website, the Application, or any other Lacey Jones Coaching services.
1. DEFINITIONS. The following terms shall have the following
definitions:
“Administrator” means an individual to whom Customer has granted certain administrative
control rights over Customer, including, but not limited to, the right to view content submitted by
Users.
“Documentation” means any written or electronic user guides, instructions, help and training
materials, technical materials, or other documentation Lacey Jones Coaching provides regarding
use of the Subscription Service.
“Force Majeure Event” means any act or event that (a) prevents a Party (the “Nonperforming
Party”) from performing its obligations or satisfying a condition to the other Party’s (the
“Performing Party”) obligations under these Terms, (b) is beyond the reasonable control of and
not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through
commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does
not include economic hardship, changes in market conditions, and insufficiency of funds;
including without limitation, strikes, work stoppages, epidemics, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services.
“Intellectual Property Rights” means patent rights (including patent applications and
disclosures), copyrights, moral rights, trademarks, service marks, trade secrets, rights in
databases, know-how and any other intellectual property rights (including the right to protect
Confidential Information, as defined in Section 11) recognized in any country or jurisdiction in
the world, now or hereafter existing, and whether or not perfected, filed or recorded.
“Order” means an electronic or written order or agreement form incorporating these Terms that
sets forth the commercial details of Customer’s subscription to a Lacey Jones Coaching
Subscription Service, sets forth the fees for such Subscription Service, and is signed by an
authorized representative of each Party.
“Software” means all computer software underlying the Subscription Service, including, without
limitation, software (in object or source code form), programming code, scripts, and HTML code
contained in the Subscription Service.
“Subscription Service” means Lacey Jones Coaching ’s business services including, but not
limited to, the Application service and all features relating to such service. Without limiting the
foregoing, Subscription Service includes the Software (defined below) and Documentation.
“Users” means an individual using the Subscription Service for the purpose of submitting User
content and personal information, including, but not limited to, screening question responses and
resume data.
2. SERVICES & USE.
2.1 Subscription Service. Subject to these Terms, and in consideration of the fees
relating to Customer’s use of the Subscription Service, Lacey Jones Coaching will use
commercially reasonable efforts to make the Subscription Service available to Customer. Lacey
Jones Coaching hereby grants Customer a revocable, non-exclusive, non-transferable, non-
sublicensable right to access and use the Application and Subscription Service for Customer’s
business purposes, pursuant to the terms and conditions of these Terms and in accordance with
the Documentation. All rights in and to the Subscription Service not expressly granted herein are
reserved to Lacey Jones Coaching .
2.2 Use Restrictions. Customer shall not, and shall not permit any third party to: (i)
copy, distribute, or disclose any part of the Subscription Service in any medium, including,
without limitation, by any automated or non-automated “scraping”; (ii) use any automated
system, including, without limitation, robots, spiders, etc., to access the Subscription Service in a
manner that sends more request messages to Lacey Jones Coaching ’s servers than a human can
reasonably produce in the same period of time by using a conventional on-line web browser; (iii)
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code for
the Subscription Service; (iv) modify, or create derivative works based on, the Subscription
Service; (v) rent, lease, distribute, sell, resell, assign, or otherwise transfer any rights to use the
Subscription Service, or any portion thereof; (vi) remove any proprietary notices from the
Subscription Service; (vii) submit to or through the Subscription Service any content that
infringes the Intellectual Property Rights of any third party or is otherwise unlawful, or that
contains malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code;
(viii) bypass any measures Lacey Jones Coaching may use to prevent or restrict access to the
Subscription Service, including without limitation, features that prevent or restrict use or copying
of any content or enforce limitations on use of the Subscription Service this website, or the
Software; or (ix) except to the extent permitted under applicable law, access or use the
Subscription Service for the purpose of developing a competing product or service, building a
product or service using similar functions, features, or graphics, or conducting benchmarking
tests or competitive analysis.
2.3 Login Credentials. Each set of login credentials for the Subscription Service may be
used only by a single, individual Administrator. Customer agrees to promptly notify Lacey Jones
Coaching of any unauthorized access or use of which Customer becomes aware. Customer will
be responsible for all use and misuse of the Subscription Service that occurs under any User’s
login credentials, and for any breach of these Terms by any Users.
2.4 Administrators. Customer shall designate one or more Administrators.
Administrators shall have access to view User content and personal information submitted by
Users.
2.5 Termination. Lacey Jones Coaching retains the right to terminate your account, and
any related service to you under its Subscription Services, if you are found in violation of these
Terms or any other Lacey Jones Coaching policy. Lacey Jones Coaching may, under its sole
discretion, delete, pause, or otherwise terminate your access to the Website and its Subscription
Services for any reason and with or without notice.
3. USER CONTENT; DATA SECURITY; PRIVACY POLICY.
3.1 Responsibility for User’s content and personal information. Customer is solely
responsible for all User content and personal information, including, without limitation, the
accuracy, quality, integrity, reliability, appropriateness, and legality of the content and
information. Certain types of information within the content may be subject to specific
regulations (e.g., regulations regarding personally identifiable information, protected health
information, etc.). Customer, not Lacey Jones Coaching , is responsible for compliance with all
such regulations. Without limiting the foregoing, Customer represents and warrants that, if
applicable, Customer will provide any required notice to, and obtain any required consent from,
individuals, including Users, related to the collection, use, or viewing of User’s content and
personal information.
3.2 Lacey Jones Coaching ’s Use of User’s content and personal information. Unless
it receives Customer’s prior written consent, Lacey Jones Coaching : (a) will not access, process,
or otherwise use individual Customer content other than as necessary to facilitate the
Subscription Service or anonymized in aggregate form; and (b) will not intentionally grant to any
third-party access to such content. Notwithstanding the foregoing, Lacey Jones Coaching may
disclose this content as required by applicable law or by proper legal or governmental authority.
Lacey Jones Coaching will give Customer prompt notice of any such legal or governmental
demand and reasonably cooperate with Customer in any effort to seek a protective order or
otherwise to contest such required disclosure, at Customer’s expense.
3.3 Screening. Lacey Jones Coaching may, but has no obligation to, screen for
objectionable User content and personal information, and may provide Customer with analytics
or summaries of responses made by Users or other content. However, Customer bears the
responsibility for determining the legal and human resource-related implications of any
responses. For example, if a User raises the issue that he or she has a disability, Customer shall
be responsible for taking any action required in response.
3.4 Further Compliance. In using Lacey Jones Coaching ’s Subscription Services,
Application services or other services, Customer may be engaged with third parties. Customer
hereby consents and expressly agrees to be bound by any and all privacy policies and terms of
use/service implemented by any such third party. Furthermore, Customer shall comply with all
such policies and terms, as well as all other local, state, and federal laws in accordance with these
Terms.
4. UPDATES TO SERVICES; SUPPORT.
4.1 Updates. Lacey Jones Coaching may, from time to time, update or make changes to
the features or functions of the Subscription Service. Lacey Jones Coaching will make
reasonable efforts to provide Customer with advance notice before removing any material feature
or functionality of the Subscription Service, unless security, legal, or system performance
considerations require an expedited change, in which case Lacey Jones Coaching will provide
Customer with notice as soon as reasonably possible.
4.2 Error Correction. Lacey Jones Coaching shall use commercially reasonable efforts
to correct all Errors or to provide a reasonable workaround as soon as is possible using its
reasonable efforts during Lacey Jones Coaching ’s normal business hours. Customer shall
provide such access, information, and support as Lacey Jones Coaching may reasonably require
in the process of resolving any error. This paragraph is Customer’s sole and exclusive remedy for
Errors. “Error” as used in this Section 4.2 means any reproducible material failure of the
Subscription Service to function in accordance with the Documentation.
4.3 Support Exclusions. Lacey Jones Coaching has no obligation to correct any Errors
or provide any other support to the extent such Errors or need for support was created in whole
or in part by: (a) the acts, omissions, negligence or willful misconduct of Customer, including
any unauthorized modifications of the Subscription Service or its operating environment; (b) any
failure or defect of Customer’s or a third party’s equipment, software, facilities, third-party
applications, or internet connectivity; (c) Customer’s use of the Subscription Service other than
in accordance with applicable Documentation provided to Customer; or (d) a Force Majeure
Event.
5. OWNERSHIP.
5.1 Subscription Service Ownership. Customer acknowledges that access to and use of
the Subscription Service is licensed and not sold. Lacey Jones Coaching , or its licensors, shall
retain sole and exclusive ownership and all rights, title and interest in, including Intellectual
Property Rights embodied or associated with, the Subscription Service, the Application, and any
modifications or derivative works thereto. Without limiting the foregoing, the Application,
Subscription Service, Software, Documentation and all information and screens appearing on the
Application (excluding the User content that is not aggregated and anonymized), including
without limitation documents, site design, text, graphics, logos, images and icons, as well as the
compilation and arrangement thereof, are the sole property of Lacey Jones Coaching or its
licensors, and are protected by copyright, work product and trademark laws. Except as otherwise
required or limited by applicable law, any reproduction, distribution, modification,
retransmission, or publication of any copyrighted material is strictly prohibited without the
express written consent of Lacey Jones Coaching and/or its licensors. Customer agrees that
Lacey Jones Coaching will have a perpetual right to use in any manner all suggestions,
enhancement requests, feedback, and recommendations provided by Customer or Users relating
to the Subscription Service (collectively, “Feedback”) without any obligation of compensation.
6. FEES; TAXES; PAYMENT.
6.1 Fees. Lacey Jones Coaching may offer products and services for purchase on the
App (“In-App Purchase”). If you choose to make an In-App Purchase, you acknowledge and
agree that additional terms, disclosed to you at the point of purchase, may apply, and that such
additional terms are incorporated herein by reference. You may make an In-App Purchase
through the following payment methods (“Payment Method”): (a) making a purchase through a
third-party platform such as the Apple App Store and Google Play Store (“Third Party Store”), or
(b) paying with your credit card, debit card, or PayPal account, which will be processed by a
third-party processor. Once you have made an In-App Purchase, you authorize us to charge your
chosen Payment Method. If payment is not received by us from your chosen Payment Method,
you agree to promptly pay all amounts due upon demand by us. Subscriptions and Auto-
Renewal: Lacey Jones Coaching may offer some services as automatically renewing
subscriptions, e.g., a one-week subscription, one-month subscription, or three-month
subscription (“Premium Services”). IF YOU PURCHASE AN AUTOMATICALLY
RENEWING SUBSCRIPTION, YOUR SUBSCRIPTION WILL RENEW AT THE END OF
THE PERIOD, UNLESS YOU CANCEL, AT LACEY JONES COACHING ’S THEN-
CURRENT PRICE FOR SUCH SUBSCRIPTIONS. To avoid charges for a new subscription
period, you must cancel, as described below, before the end of the then-current subscription
period. Deleting your account or deleting the application from your device does not cancel your
subscription. You will be given notice of changes in the pricing of the Premium Services to
which you have subscribed and an opportunity to cancel. If Lacey Jones Coaching changes these
prices and you do not cancel your subscription, you agree that you will be charged at Lacey
Jones Coaching ’s then-current pricing for subscription.
6.2. Cancelling Subscriptions. If you purchased a subscription directly from Lacey
Jones Coaching, you may cancel or change your Payment Method via the payment settings
option under your profile. If you purchased a subscription through a Third Party Store, such as
the Apple App Store or the Google Play Store, you will need to access your account with that
Third Party Store and follow instructions to change or cancel your subscription. If you cancel
your subscription, you may use your subscription until the end of the period you last paid for, but
(i) you will not (except as set forth in the subsection entitled “Refunds” below) be eligible for a
prorated refund, (ii) your subscription will not be renewed when that period expires and (iii) you
will then no longer be able to use the Premium Services or In-App Purchases enabled by your
subscription. If you sign up for a free trial and do not cancel, your trial may convert into a paid
subscription and your Payment Method will be charged at the then-current price for such
subscription. Once your free trial converts to a paid subscription, your paid subscription will
continue to automatically renew at the end of each period, and your Payment Method will be
charged, until you cancel. To avoid charges for a new subscription period, you must cancel
before the end of the then-current subscription period or free trial period as described above.
Deleting your account or deleting the application from your device does not cancel your free
trial. If you have signed up for a free trial on Lacey Jones Coaching through the Apple Store or
Google Play Store previously, you will not be eligible for another free trial and you will then be
automatically signed up to a subscription and charged as described in this paragraph.
6.3 Payment Terms. Customer agrees to promptly notify Lacey Jones Coaching of any
changes to its billing information. If Customer uses a credit card to make payments due under
these Terms, Customer authorizes Lacey Jones Coaching to automatically charge such credit
card on a recurring basis during the Term for all applicable fees and taxes. If Customer is
invoiced for fees and taxes, all amounts are payable in U.S. dollars net fifteen (15) days from the
date of the invoice unless otherwise specified in the applicable Order.
6.5 Taxes. Customer shall pay or shall reimburse Lacey Jones Coaching for all sales
taxes, duties, and other taxes, however characterized by the taxing authority, based upon the
subscription fees or other charges under these Terms or otherwise incurred on account of
Customer’s use of the Subscription Service, except for any taxes based upon Lacey Jones
Coaching ’s net income or gross receipts. If Customer is exempt from any applicable taxes,
Customer will provide Lacey Jones Coaching with a valid tax exemption certificate authorized
by the appropriate taxing authority to evidence Customer’s tax-exempt status. If Customer
requires a purchase order or other similar documentation, such requirement will in no way affect
or delay Customer’s obligation to pay any amounts due hereunder, and Lacey Jones Coaching
expressly rejects any additional or different terms or conditions set forth on any Customer
purchase order or similar documentation.
6.6 Refunds. Except as expressly set forth in this Agreement, Lacey Jones Coaching
does not issue refunds for services not used in the event of cancellation or discontinued use of
the Subscription Service. If Customer terminates these Terms and any applicable Order due to
Lacey Jones Coaching ’s uncured breach pursuant to Section 7.2, Customer will be entitled to a
prorated refund of any prepaid, unused fees for the Subscription Service.
6.7 Payment Disputes. Customer must notify Lacey Jones Coaching in writing of any
disputes regarding invoiced or charged amounts within fifteen (15) days after Customer’s receipt
of the applicable invoice or credit card charge. Customer’s notice must include an explanation
detailing the basis of Customer’s dispute of the invoiced or charged amount. The Parties will
seek to resolve any properly disputed amount pursuant to Section 11.8 below. If only a portion of
an invoice or charge is disputed, Customer will pay the non-disputed portion as required
hereunder. Lacey Jones Coaching may suspend access to the Subscription Service if Customer
improperly or unreasonably disputes or fails to pay amounts owed when due. If the Parties are
unable to come to an agreement with respect to disputed amounts, either Party may seek
appropriate legal or equitable remedies, all of which are reserved.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
7.1 Lacey Jones Coaching ’s General Representation and Warranty. Lacey Jones
Coaching represents and warrants that: (a) it is a corporation authorized to do business pursuant
to applicable law; and (b) it has the full right and authority to enter into, execute, and perform its
obligations under these Terms; and (c) it will comply with all laws, treaties and regulations
applicable to its provision of the Subscription Service.
7.2 Lacey Jones Coaching ’s Limited Warranty for Subscription Service. If
Customer has paid fees under these Terms for the Subscription Service, Lacey Jones Coaching
represents and warrants that the Subscription Service will operate substantially as described in
the Documentation. Customer must notify Lacey Jones Coaching in writing of any alleged
failure by Lacey Jones Coaching to comply with this warranty within thirty (30) days of such
failure. Upon receipt of such notice, Lacey Jones Coaching will either: (a) use commercially
reasonable efforts to cure or correct the failure, or (b) terminate the applicable Order and issue a
prorated refund for the terminated portion of the Subscription Service. This Section 7.2 sets forth
Customer’s exclusive rights and remedies and Lacey Jones Coaching ’s sole liability for breach
of the limited warranty for Subscription Service specified herein.
7.3 Customer Representations and Warranties. Customer represents and warrants that:
(a) it is an individual authorized to do partake in the Subscription Services pursuant to applicable
law; (b) it has the full right and authority to enter into, execute, and perform its obligations under
these Terms; (c) it has all rights, permissions, and consents necessary (i) to submit all necessary
Customer content and personal information to the Subscription Service, (ii) to grant Lacey Jones
Coaching the limited rights to process Customer content and personal information as set forth in
these Terms, and (iii) for any transfer or disclosure of Customer content and personal
information among or by Users; and (d) he or she will comply with all laws and regulations
applicable to its use of the Subscription Service.
7.4 WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTIES SET FORTH
ABOVE IN THIS SECTION 7, LACEY JONES COACHING MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUBSCRIPTION
SERVICE, THE APPLICATION, OR ANY INFORMATION OR MATERIALS RELATED
THERETO OR MADE AVAILABLE THEREFROM, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR ANY IMPLIED
WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, LACEY JONES COACHING DOES NOT REPRESENT OR WARRANT
THAT (A) THE SUBSCRIPTION SERVICE OR APPLICATION WILL PERFORM
WITHOUT INTERRUPTION, DOWNTIME, OR ERROR; (B) THE SUBSCRIPTION
SERVICE OR APPLICATION ARE SECURE FROM HACKING OR OTHER
UNAUTHORIZED INTRUSION OR THAT CUSTOMER CONTENT WILL REMAIN
PRIVATE OR SECURE.
8. INDEMNIFICATION.
8.1 Indemnification by Customer. Customer shall defend, at its expense, Lacey Jones
Coaching and its officers, directors, employees, and agents (“Lacey Jones Coaching
Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or
suits brought by a third party arising out of: (a) the Customer’s noncompliance of these Terms;
or (b) Customer’s use of this Website in violation of these Terms or applicable law. Customer
shall indemnify and hold harmless Lacey Jones Coaching Indemnified Parties from and against
any damages, reasonable attorney’s fees, and costs resulting from a claim that Customer is
obligated to defend pursuant to this Section 8.2 and finally awarded against Lacey Jones
Coaching or agreed to be paid by Lacey Jones Coaching in a written settlement approved by
Customer in writing.
8.2 Conditions on Indemnification. The indemnifying Party’s obligations under this
Section 8 are contingent on Lacey Jones Coaching : (a) promptly providing written notice of the
claim to the indemnifying Party (provided that the failure of a Party entitled to indemnification
hereunder to give notice as provided herein shall not relieve the indemnifying Party of its
obligations under this Section 8 except to the extent that the indemnifying Party is actually
prejudiced by such failure to give notice); (b) giving the indemnifying Party sole control of the
defense and settlement of the claim (provided that any settlement unconditionally releases Lacey
Jones Coaching of all liability and does not make any admissions on behalf of Lacey Jones
Coaching or include payment of any amounts by the indemnified Party); and (c) providing the
indemnifying Party, at the indemnifying Party’s expense, all reasonable assistance in connection
with such claim. Lacey Jones Coaching may participate in the defense of the claim at its sole
cost and expense.
9. LIMITATIONS OF LIABILITY.
9.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL
EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE
TERMS FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS
OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF
ITS ESSENTIAL PURPOSE.
9.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF A PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED
THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SUBSCRIPTION
SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS
PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THE
FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR
TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT
CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6, ABOVE.
9.2.1 THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9
DO NOT APPLY TO: (A) LIABILITY ARISING FROM EITHER PARTY’S
OBLIGATIONS UNDER SECTION 8 (INDEMNITY); (B) LIABILITY ARISING
FROM A BREACH OF EITHER PARTY’S OBLIGATIONS UNDER SECTION 10
(CONFIDENTIALITY); (C) LIABILITY ARISING FROM THE INFRINGEMENT OR
MISAPPROPRIATION OF LACEY JONES COACHING ’S INTELLECTUAL
PROPERTY RIGHTS; OR (D) LIABILITY THAT MAY NOT BE LIMITED OR
EXCLUDED BY APPLICABLE LAW.
9.2.2 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION
OF DAMAGES REPRESENTS AN AGREED UPON ALLOCATION OF THE RISKS
OF THESE TERMS BETWEEN THE PARTIES. THE FEES FOR THE
SUBSCRIPTION SERVICE REFLECT THIS ALLOCATION OF RISK.
10. CONFIDENTIALITY.
10.1 Definition. “Confidential Information” refers to the following items one Party to
these Terms (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser
marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the
time of disclosure, provided Discloser confirms such designation in writing within ten (10)
business days; and (c) any other non-public, sensitive information Recipient knows or should
reasonably consider a trade secret or otherwise confidential or proprietary information of the
other Party. Notwithstanding the foregoing, Confidential Information does not include
information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently
developed by Recipient without use of or reference to Confidential Information of the other
Party; (iii) becomes known publicly, before or after disclosure, other than as a result of
Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.
All Confidential Information is provided “AS IS.” NEITHER PARTY MAKES ANY
WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR
COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
10.2 Use and Disclosure. Recipient shall not use Confidential Information for any
purpose other than to facilitate the transactions contemplated by these Terms (the “Purpose”).
Recipient: (a) shall not disclose Confidential Information to any employee or contractor of
Recipient unless such person needs access in order to facilitate the Purpose and has executed a
nondisclosure or other agreement with Recipient with terms no less restrictive than those of this
Section 10; and (b) shall not disclose Confidential Information to any other third party without
Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient
shall protect Confidential Information with the same degree of care it uses to protect its own
confidential information of similar nature and importance, but with no less than reasonable care.
Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential
Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may
disclose Confidential Information as required by applicable law or by proper legal or
governmental authority. Recipient shall give Discloser prompt notice of any such legal or
governmental demand and reasonably cooperate with Discloser in any effort to seek a protective
order or otherwise to contest such required disclosure, at Discloser’s expense.
10.3 Injunctive Relief. Recipient agrees that breach of this Section 10 would cause
Discloser irreparable injury, for which monetary damages would not provide adequate
compensation, and that in addition to any other remedy, Discloser will be entitled to seek
injunctive relief against such breach or threatened breach, without proving actual damage or
posting a bond or other security.
10.4 Termination and Return. The obligations of Section 10.2, above, will terminate
three (3) years after the effective date of termination or expiration of these Terms; provided such
obligations related to Confidential Information constituting Discloser’s trade secrets will
continue so long as such information remains subject to trade secret protection pursuant to
applicable law. Upon expiration or termination of these Terms, Recipient shall return all copies
of Confidential Information to Discloser or certify, in writing, the destruction thereof.
10.5 Retention of Rights. Each Party retains all rights, title, and interest in and to its
Confidential Information. The disclosure of Confidential Information to Recipient does not grant
or convey any right of ownership of such Confidential Information.
11. GENERAL.
11.1 Force Majeure Event. Neither Party shall be liable to the other Party for failure or
delay in performing its obligations under these Terms when such failure or delay is due to a
Force Majeure Event, provided that the Nonperforming Party shall give prompt written notice
thereof to the Performing Party and shall use commercially reasonable efforts to resume
performance as quickly as possible.
11.2 Assignment. Except as expressly set forth herein, neither Party will assign, transfer
or delegate its rights or obligations under these Terms (in whole or in part) without the other
Party’s prior written consent. Lacey Jones Coaching may assign these Terms or any Order or
other Agreement between the Parties in whole to an affiliate or pursuant to a transfer of all or
substantially all of such Lacey Jones Coaching ’s business and assets, whether by merger, sale of
assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation
of the foregoing shall be null and void.
11.3 Third Parties. Lacey Jones Coaching may provide references, frames or hyperlinks
to internet web sites maintained by third parties. Lacey Jones Coaching does not warrant that it
has reviewed such third-party websites and makes no claims, representations or warranties
regarding such third-party websites or the contents of the same. Lacey Jones Coaching is not
responsible for, nor does it endorse or recommend, any products or services provided by such
third parties through such third-party websites or by any other means.
11.4 U.S. Government Restricted Rights; Export. Any software provided hereunder is
a “commercial item,” as defined at 48 C.F.R. § 2.101 (OCT 1995), and more specifically is
“commercial computer software” and “commercial computer software documentation,” as such
terms are used in 48 C.F.R. § 12.212 (SEPT 1995). Consistent with 48 C.F.R. § 12.212 and 48
C.F.R. §§ 227.7202-1 through 227.7202-4 (JUNE 1995), such software is provided to U.S.
Government End Users only as a commercial end item and with only those rights as are granted
to all other end users pursuant to the terms and conditions herein. If Customer exports any of the
software, it must comply fully with all relevant export laws and regulations to ensure that the
software is not exported, directly or indirectly, in violation of applicable export control laws.
Customer shall not knowingly, directly or indirectly, without prior written consent, general or
specific license, if required, of the Office of Export Administration of the U.S. Department of
Commerce, export or transmit any of the software to any country to which such transmission is
restricted by applicable regulations or statutes.
11.5 Notices. Any notice required or permitted by these Terms shall be delivered by
hand, by overnight courier, or by registered mail, to the address of the Parties set forth in their
signature block or to such other address designated by a Party in writing in accordance with this
subsection. Notices are deemed to have been given at the time of actual delivery, three (3)
business days after deposit in the mail, or one (1) day after delivery to an overnight air courier
service, provided in each case that delivery is in fact accomplished.
11.6 Relationship; Third Party Beneficiaries. These Terms do not create any
partnership, franchise, joint venture, agency, or fiduciary or employment relationship. Neither
Party may bind the other Party or act in a manner which expresses or implies a relationship other
than that of independent contractor.
11.7 Invalidity; Non-Waiver. If any term of these Terms is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not be
affected or impaired. Any express waiver or failure to exercise promptly any right under these
Terms will not create a continuing waiver or any expectation of non-enforcement.
11.8 Governing Law; Dispute Resolution. These Terms shall be governed by and
construed under the laws of the State of Washington without regard to its conflicts of laws. Any
controversy, dispute or claim arising out of or in connection with these Terms (“Dispute”) is
subject to the following dispute resolution process. If either Party submits written notice of a
Dispute to the other Party, a designated representative for each Party will discuss such Dispute in
good faith. If the designated representatives cannot agree on a solution to the Dispute, an officer
or director of each Party with decision-making authority will discuss the issue in good faith. If,
within thirty (30) days after notice is received, the Dispute remains unresolved, either Party may
institute legal action as permitted hereunder. The Parties agree to unconditionally and
irrevocably submit to the exclusive jurisdiction of the state and federal courts located in King
County, Washington for the resolution of any Dispute that is not informally resolved by the
Parties through the foregoing Dispute resolution process. The Parties hereby irrevocably waive,
to the fullest extent permitted by applicable law, any objection which they may now or hereafter
have to the laying of venue of any such Dispute brought in such court or any defense of
inconvenient forum for the maintenance of such Dispute. The Parties hereby additionally waive,
to the fullest extent permitted by applicable law the right to a jury trial. The foregoing exclusive
jurisdiction, choice of forum and Dispute resolution provisions shall not apply to Disputes for
which injunctive relief is sought.
11.9 Conflict. In the event of a conflict between the terms and conditions of these Terms
and those of an Order, purchase order, or any subsequent agreement between the Parties, the
terms and conditions of these Terms will control, unless specifically stated otherwise in the
Order, purchase order, or subsequent agreement.
11.10 Changes to These Terms. We may make changes to these Terms from time to
time. If we do make changes, we will post the amended Terms on the Site and update the “Last
Updated” date above. If we make a material change to these Terms, we will make reasonable
efforts to notify you in advance by posting a notice on the Site, or via Customer’s dashboard, or
via email to Administrator email addresses on file with us. Unless we indicate otherwise, the
amended Terms will be effective once posted and your continued access to and use of the
Subscription Service after such time will confirm your acceptance of the Terms as modified. If
you do not agree to the modified Terms, you must stop using our Services.
11.11 Entire Agreement. These Terms constitute the entire agreement between Lacey
Jones Coaching and Customer regarding Customer’s use of the Subscription Service and the
Application and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter.
You may contact us via email about with any questions, comments, or concerns at:
laceyjonescoaching@gmail.com