ObiCoach Terms and Conditions

Effective: January 1, 2017

AGREEMENT BETWEEN USER AND OBICOACH INC.

The network of Services (collectively the “ObiCoach Services”) operated by ObiCoach llc, d/b/a ObiCoach (“ObiCoach”, “we”, “us” or “our”) is comprised of various websites, web pages, SMS text, Facebook, Skype and other messaging services. The ObiCoach Services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (“Terms and Conditions”). Your use of The ObiCoach Services constitutes your acknowledgment that you have read and agreed to the Terms and Conditions. Your use of a particular ObiCoach Service included within the ObiCoach Services network may also be subject to additional terms and conditions or guidelines (“Additional Terms”) that govern particular features or offers (for example, badges, special reports, or custom analysis). In the event that any provision of the Terms and Conditions conflict with the Additional Terms, then the Terms and Conditions shall control.

When you enroll in ObiCoach’s text coaching service – you are opting in to receive proactive SMS text messages and/or Facebook, Skype or other messages from ObiCoach. ObiCoach’s text coaching service will initiate one to three conversations as well appropriate proactive reminders 2-3 days a week. You can defer conversations or launch additional conversations which may result in more frequent message exchanges. A conversation may include as little as one or two messages, or as many as 25-30 messages depending on the topic and the responses from you. You can set the times you do not wish to receive messages on your ObiCoach dashboard. You can opt out or cancel at any time by replying STOP to an ObiCoach text message. You may re-enroll or restart after a STOP request by sending UNSTOP, START or YES. Texting HELP will return a message about using these commands. Message and data rates may apply.

1. OBICOACH RIGHT TO MODIFY TERMS AND CONDITIONS. You are responsible for regularly reviewing these Terms and Conditions. ObiCoach reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of the ObiCoach Services or these Terms and Conditions, in whole or in part, at any time, without prior notice. All changes to these Terms and Conditions are effective immediately upon being posted to an ObiCoach Website. Your continued use of the ObiCoach Services following any changes to these Terms and Conditions will mean you accept these changes.

2. USE OF SERVICES. The ObiCoach Services and other linked pages, features, content, or application services (including without limitation any mobile and SMS text application services) offered from time to time by ObiCoach in connection therewith are owned and operated by ObiCoach. Subject to the provisions of these Terms and Conditions, ObiCoach may offer to provide certain services, as described more fully on the ObiCoach websites, and that have been selected by you solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the ObiCoach websites, any service ObiCoach performs for you, use of ObiCoach services through authorized third parties, and the Content (as defined below) offered by ObiCoach on the ObiCoach websites. ObiCoach may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content (as defined below). ObiCoach may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Nothing in these Terms and Conditions transfers any rights to you or any third party except as expressly set forth herein. If you make any use of the Services other than as provided herein, you may violate copyright and other laws of the United States and other countries, as well as applicable state laws, in addition to breaching these Terms and Conditions, and you may be subject to substantial damages.

3. MISUSE OF SERVICES. ObiCoach reserves the right to restrict or terminate your access to the ObiCoach Services, including, without limitation, your access to any or all of the Services or your ability to use any ObiCoach Services user ID and/or password, at any time without notice if we believe you have violated these Terms and Conditions or the Additional Terms, or are likely to violate these Terms and Conditions or the Additional Terms. ObiCoach may also change, suspend, or discontinue any aspect of the publicly available portion of the ObiCoach Services at any time, including the availability of any ObiCoach Services feature, database, or content. Your sole remedy against ObiCoach in the event of a dispute arising out of these Terms and Conditions, the ObiCoach Services, or your use thereof, is to terminate these Terms and Conditions by ceasing your use of the ObiCoach Services. In the event of termination of these Terms and Conditions, ObiCoach may delete and/or store, in its discretion, your Materials (defined in Section 6) and data associated with your use of ObiCoach Services.

4. RESTRICTIONS ON USE. You agree to use the ObiCoach Services only as provided herein. You will not:
Transmit to the ObiCoach Services any content, or conduct yourself in any manner, that could be construed as defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, inflammatory, pornographic, violent, profane, threatening, unfair, inaccurate, deceptive or unlawful, or that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law.
Falsify or delete any author attributions, copyright notices or legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or that is provided with the ObiCoach Services materials or accessed through the ObiCoach Services.
Use the ObiCoach Services to conduct or forward surveys, contests, pyramid schemes or chain letters.
Use the ObiCoach Services to send any bulk commercial email, or send any unsolicited email to any party.
Harvest or otherwise collect information about others on the ObiCoach Services, including e-mail addresses.
Use the ObiCoach Services in any manner which could damage, disable, overburden, tamper with, impair, or disrupt the ObiCoach Services, or interfere with any other party’s use and enjoyment of the ObiCoach Services.
Use the ObiCoach Services in any manner that could create a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement.
Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ObiCoach Services.
Violate any code of conduct or other guidelines which may be applicable to any particular the ObiCoach Service.
Violate any applicable laws or regulations, including any intellectual property laws or regulations, or violate these Terms and Conditions.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or of the ObiCoach Services server.
Access or attempt to access any other user’s account, or misrepresent or attempt to misrepresent your identity while using the ObiCoach Services, including misrepresentation as a ObiCoach agent or representative, or misrepresentation stating or implying our endorsement of you or your product or activity.

5. INFORMATION DISCLOSURE.
5.1 Disclosure under Law.
ObiCoach reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in ObiCoach’s sole discretion.
5.2 Providing Correct Personal Information
In the course of using the ObiCoach Services, you may be required to enter certain information, including without limitation personal information (collectively, “Information”). You represent and warrant that you will provide ObiCoach with full, true and correct Information, and to update such Information on the ObiCoach Services promptly as reasonably necessary and as required by ObiCoach.

6. MATERIALS
6.1 License in Materials
ObiCoach does not claim ownership of any data, information (both personal or otherwise) or other materials that you enter through the ObiCoach Services (collectively, “Materials”). There are two types of Materials: (a) Materials relating to you and your family that are uploaded for purposes of registering for the Services (collectively, “Account Materials”), and (b) Materials that are uploaded by you for purposes of general dissemination, such as posting images and other content, participating in forums, commenting on the blog, or providing Feedback, defined below (collectively, “General Materials”). By transmitting, uploading, inputting, providing or submitting (collectively, “Submitting” or “Submit”) any Account Materials, you are granting ObiCoach, its affiliated companies and sub–licensees a non-exclusive, royalty-free, worldwide right to (i) post your Account Materials for your access and use, (ii) make those uses of your Account Materials that are either identified at the time you provide such Account Materials or can reasonably be anticipated by you, (iii) use your Account Materials in the manner specified in the Privacy Policy, and (iv) archive your Account Materials thereafter. Account Materials are only retained by ObiCoach as long as reasonably necessary to provide the services for which such Account Materials were submitted. By Submitting any General Materials, you are granting ObiCoach, its affiliated companies and sub-licensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sub-licenseable license in and to such General Materials for use for any purpose, and confirming that such General Materials are non-confidential and non-proprietary. You hereby waive all rights to any claim against ObiCoach Entities (defined below) and any ObiCoach Services users for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Materials. In the event that you Submit to ObiCoach any Account Materials for the purpose of making such materials generally accessible to other ObiCoach Services users, such as for use as part of a content submission, such materials will be deemed General Materials and you grant ObiCoach a General Materials license in such materials.
6.2 Feedback.
If you provide ObiCoach with Materials such as comments, bug reports, feedback or modifications proposed by you to ObiCoach, about the ObiCoach Services, or the goods and/or services provided through the ObiCoach Services (collectively, “Feedback”), then in addition to the license granted in all Materials, ObiCoach will have the right to use such Feedback at ObiCoach’s discretion, including but not limited to incorporating such Feedback into the ObiCoach Services and the right to assign, license or otherwise use such Feedback. You hereby give ObiCoach a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials.
6.3 Your Responsibility for Materials and ObiCoach’s Monitoring Rights
You agree that you are solely responsible for your own Materials and the consequences of transmitting those Materials. ObiCoach has no obligation to monitor you or any other user’s use of ObiCoach Services. ObiCoach reserves the right to review and monitor your use of ObiCoach Services, including without limitation your use of any user ID and/or password in accessing ObiCoach Services and any Materials Submitted to or revised on ObiCoach Services, and to remove any Materials that ObiCoach believes in its sole discretion violate these Terms and Conditions.

7. REPRESENTATIONS AND WARRANTIES
7.1 User Representations and Warranties.
By using or accessing ObiCoach Services or Submitting your Materials, you (1) represent and warrant that you own or otherwise control all of the rights to your Materials necessary to grant the licenses granted in these Terms and Conditions, including, without limitation, all the rights necessary for you to Submit the Materials, and have all right, power and authority to enter into these Terms and Conditions and to fully perform here-under, (2) represent and warrant that your use of ObiCoach Services, ObiCoach Services content and/or Materials does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, or contractual right, or violate these Terms and Conditions, Additional Terms, the Privacy Policy or any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject, (3) represent and warrant that you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to ObiCoach Services, (4) represent and warrant that you will only Submit and use Materials that may be used in accordance with the licenses you have granted herein and (5) agree that ObiCoach shall not be liable to you or any third party for accepting or not accepting your Materials or for deleting or not deleting your Materials, in whole or in part.
7.2 Liability Disclaimer.
You acknowledge that ObiCoach is not engaged in rendering legal, medical, counseling, or other professional services or advice. We encourage you to seek appropriate professional advice from the appropriate physician or health care professional promptly for any situation or problem that you or a patient may have.
7.3 Forward Looking Statements.
The ObiCoach Services may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. ObiCoach assumes no obligation, and does not intend to update these forward-looking statements.
7.4 External Links or References.
The ObiCoach Services may contain links or references to other parties’ websites, which links are provided as a convenience to you only. Please be aware that we cannot be and are not responsible for the privacy or other practices of any such outside sites (which sites are not part of the ObiCoach Services), and ObiCoach expressly disclaims any and all liability related to such sites and sites relating thereto. ObiCoach does not endorse, and is not responsible or liable for, directly or indirectly, any damage or loss caused or alleged to be caused by or in connection with any content, advertising, products or other information on or available from such linked sites or any link contained in a linked site. We encourage our users to consider this if they decide to visit such outside sites and to read the applicable privacy policies and terms of use of each such site.
7.5 Disclaimer of Representations and Warranties.
YOU AGREE THAT YOUR USE OF THE OBICOACH SERVICES AND SERVICES IS AT YOUR OWN RISK. EFFORTS BY OBICOACH TO MODIFY THE OBICOACH SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. OBICOACH SERVICES, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, OBICOACH SERVICES, ARE PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT OBICOACH SERVICES WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES OBICOACH PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN OBICOACH SERVICES WILL BE CORRECTED, OR (8) THAT OBICOACH SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.
7.6 Disclaimer of Liability.
IN NO EVENT SHALL OBICOACH AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUB-LICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH OBICOACH, THE “OBICOACH ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OBICOACH SERVICES OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH OBICOACH SERVICES, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON OBICOACH SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF OBICOACH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM OBICOACH’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF OBICOACH ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF OBICOACH SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF OBICOACH SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS INDEMNIFICATION SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES.

8. INDEMNIFICATION.
You will indemnify, defend (or settle) and hold harmless ObiCoach Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys fees and all other costs, fees, and expenses (collectively, “Claims”) against any of ObiCoach Entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the ObiCoach Services, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Materials provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms and Conditions, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of ObiCoach, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, ObiCoach Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to ObiCoach Entities pursuant to this Section.

9. YOUR ACCOUNT
9.1 Security of Account and Password. In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. ObiCoach reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. You represent and warrant that the information you supply during any registration or update process will be accurate and complete and that you will not (1) impersonate or misrepresent your association with any person or entity, including without limitation registering under the name of another person, or seek to conceal or misrepresent the origin of any content or information provided by you, (2) choose a user name that ObiCoach in its sole discretion deems inappropriate, or (3) choose a user name for the purposes of deceiving or misleading ObiCoach as to your true identity. You agree not to impersonate any other person.
9.2 Notification of Unauthorized Use/Ceasing Access. You shall notify ObiCoach immediately of any unauthorized use or threat of unauthorized use of your account or ObiCoach Services or of any other breach or potential breach of security known to you with respect to your account or ObiCoach Services, including without limitation any loss or compromise of any password, and will cooperate with ObiCoach in every reasonable way to help ObiCoach prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding ObiCoach Services, your account and/or your password. You agree that immediately upon termination of your right to use the ObiCoach Services or any password-protected portion of the ObiCoach Services, or upon any earlier demand by ObiCoach at any time, you will cease all access and/or use of ObiCoach Services or such password protected portion of ObiCoach Services, and will not attempt to access and/or use same.

10. CONFIDENTIALITY.
You acknowledge that by use of portions of ObiCoach Services, you may use and you may acquire ObiCoach Confidential Information. As used herein, “Confidential Information” means all confidential and/or proprietary information and trade secrets of ObiCoach, whether or not memorialized, and in any form or media, regarding ObiCoach or ObiCoach’s business, including without limitation those relating to ObiCoach’s intellectual property, technology, research and development, systems, software, business plans, business operations, strategies, financial information, technical information, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that ObiCoach is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords. You shall not at any time, directly or indirectly, for any purpose, use, copy or disclose to any other person or entity any Confidential Information, or permit others to do so, other than for the purposes expressly allowed here-under. ObiCoach may seek and obtain injunctive relief against the release or threatened release of Confidential Information, in addition to any other available legal remedies. You shall notify ObiCoach immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to ObiCoach.

11. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
11.1 Site Ownership. The ObiCoach Services and all content, organization, graphics, design, compilation, translation, and other matters related to ObiCoach Services (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. ObiCoach Services and all Content is the property of ObiCoach and/or third party licensors, and all right, title and interest in and to ObiCoach Services and Content will remain with ObiCoach or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to ObiCoach Services or any Content other than any rights in the Materials that you may have. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble ObiCoach Services or any ObiCoach Services content. You may only use ObiCoach Services and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of ObiCoach Services or ObiCoach Services content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of ObiCoach and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder.
11.2 Copyright Infringement Claims. ObiCoach respects the intellectual property rights of others and expects our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide ObiCoach’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.
11.3 Designated Copyright Agent. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to ObiCoach Designated Copyright Agent using the following contact information:
Agent Name: Copyright Agent Email: copyright@ObiCoach.com
Postal Address: ObiCoach – Copyright Agent, PO BOX 620868, Redwood City, CA 94062

ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.

12. DISPUTE RESOLUTION (ARBITRATION CLAUSE)
12.1 Binding Arbitration. You and ObiCoach each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms and Conditions or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of these Terms and Conditions to arbitrate), your or ObiCoach’s rights and obligations under these Terms and Conditions, the ObiCoach Services, the use of ObiCoach Services, and/or the information, services and/or products that may be provided by or through or in connection with ObiCoach Services. The arbitration will be held in San Mateo, CA before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and ObiCoach shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate ObiCoach’s intellectual property rights, ObiCoach may seek (and you will not contest) injunctive or other appropriate relief in any local or federal court in the San Mateo CA, and you consent to exclusive jurisdiction and venue in such courts.
12.2 Arbitration Final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
12.3 Giving Up Right of Class Action. These Terms and Conditions provides that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST OBICOACH ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
12.4 California Residents. If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.

13. CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL
To the maximum extent permitted by law, these Terms and Conditions are governed by the laws of the United States of America and the State of California, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo, CA in all disputes arising out of or relating to the use of ObiCoach Services or under these Terms and Conditions; provided, however, that in the event ObiCoach is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by ObiCoach here-under, you consent to the jurisdiction of such court or forum over any claim which may be asserted by ObiCoach therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of ObiCoach Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, ObiCoach and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms and Conditions, your or ObiCoach’s rights and obligations under these Terms and Conditions, ObiCoach Services, use of ObiCoach Services, and/or the services and/or products that may be provided by or through or in connection with ObiCoach Services.

14. MISCELLANEOUS
14.1 Viewing, Accessing and Use Outside the United States. If and when any products or services referenced on ObiCoach Services become available, they will become available in the United States and may not become available elsewhere. ObiCoach makes no claims that ObiCoach Services or any products or services referenced therein may be lawfully viewed, accessed or used outside the United States. Access or use of ObiCoach Services or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use ObiCoach Services from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
14.2 No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and ObiCoach as a result of these Terms and Conditions or your use of ObiCoach Services.
14.3 Headings. Section headings and other captions in these Terms and Conditions are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms and Conditions.
14.4 Survival. The provisions of the following sections shall survive any termination or expiration of these Terms and Conditions: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.
14.5 No Waiver. The failure of ObiCoach to enforce any provision of these Terms and Conditions will not be construed as a waiver or limitation of ObiCoach’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms and Conditions.
14.6 Assignment. No assignment, delegation or other conveyance of these Terms and Conditions may be made by you (by operation of law or otherwise) without the prior written consent of ObiCoach, to be given in its sole discretion. ObiCoach may assign its rights and obligations here-under to any other party.
14.7 Statute of Limitations. Any cause of action you may have with respect to your use of ObiCoach Services must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.
14.8 Agreement Binding. In the event that any provision of these Terms and Conditions is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms of Use will continue in full force and effect.
14.9 Notices. Notices to ObiCoach under these Terms of Use shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to ObiCoach, with such notices being effective as of the date of actual, confirmed receipt by ObiCoach. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.
14.10 Entire Agreement; Language of Agreement. These Terms of Use, including the ObiCoach Services’ Privacy Policy, contain the entire agreement between you and ObiCoach with respect to the ObiCoach Services. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ObiCoach with respect to the ObiCoach Services. Any rights not expressly granted herein are reserved. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.