CoachCare

CoachCare Terms of Service

Application and Acceptance of the Terms

Your use of the Lexington Wellness Holdings Inc. d/b/a CoachCare and its subsidiaries and affiliates ("CoachCare," "we," or "us") services, software and products (“Services”) is subject to the terms and conditions contained in this document as well as the Privacy Policy and any other rules and policies that we may publish from time to time. You or any other user of the Services is referred to below as a “User” and this document and such other rules and policies are collectively referred to below as the “Terms.” By accessing or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services if you do not accept all of the Terms.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract, or (b) you are not permitted to receive any Services under the laws of the State of New York, the United States of America, and/or other countries and regions including those in which you are resident or from which you use the Services.

You acknowledge and agree that we may amend any Terms at any time by posting the relevant amended and restated Terms at www.coachcare.com. By continuing to use the Services, you agree that the amended Terms will apply to you.

You may be required to enter into a separate agreement, whether online or offline, with CoachCare for any Service ("Separate Agreements”). If there is any conflict or inconsistency between the Terms and a Separate Agreement, the Separate Agreement shall take precedence over the Terms only in relation to that Service concerned. The Terms may not otherwise be modified except in writing by an authorized officer of CoachCare.

Provision of Services

You must register as a Member in order to access and use some Services. Further, CoachCare reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying users or subject to other conditions that CoachCare may impose in our discretion.

Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for users. CoachCare may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different users.

CoachCare may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, users shall be notified no less than fourteen (14) days prior to any change in such Service. Some Services may be provided by CoachCare’s affiliates on behalf of CoachCare.

Users Generally

As a condition of your access to and use of or Services, you agree that you will comply with all applicable laws and regulations when using the Services.

You agree to use the Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc., available on or through the Services (the “Services Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Services Content for the purposes of operating a business that competes with CoachCare, or otherwise commercially exploiting the Services Content. Systematic retrieval of Services Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from CoachCare is prohibited. Use of any content or materials on the Services for any purpose not expressly permitted in the Terms is prohibited.

You must read CoachCare’s Privacy Policy that governs the protection and use of personal information about users in the possession of CoachCare and our affiliates. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

You agree not to undertake any action to undermine the integrity of the computer systems or networks of CoachCare and/or any other user nor to gain unauthorized access to such computer systems or networks.

Member Accounts

A User must be registered to access or use some Services (a registered User is also referred to as a “Member” below).

Upon registration, CoachCare shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User.

A Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify CoachCare immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.

Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Separate Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.

Member acknowledges that sharing of your account with other persons, or allowing multiple Users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to CoachCare or other Users of the Services. Member shall indemnify CoachCare, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, CoachCare shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.

Member’s Responsibilities

Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.

Member will be required to provide information or material about your entity, business or products/services as part of the registration process or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Each Member represents, warrants and agrees that you shall:

Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for CoachCare’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, CoachCare shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.

Member acknowledges and agrees that CoachCare shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services. CoachCare does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information

Member acknowledges and agrees that the Services may only be used by businesses and their representatives and customers for business use and not for individual consumers or for personal use.

Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Services and Services are in compliance with the same.

Breaches by Members

If any Member breaches any Terms or if CoachCare has reasonable grounds to believe that any Member is in breach of any the Terms, CoachCare shall have the right to impose a penalty against the Member, or suspend or terminate the Member’s account or subscription of any Service without any liability to the Member. CoachCare shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by CoachCare. The penalties that CoachCare may impose include, among others, warning, removing any product listing or other User Content that the Member has submitted, posted or displayed, imposing restrictions on the number of product listings that the Member may post or display, or imposing restrictions on the Member’s use of any features or functions of any Service for such period as CoachCare may consider appropriate in our sole discretion.

Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:

CoachCare reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, CoachCare may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. CoachCare shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against CoachCare for such disclosure.

CoachCare may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Services without being liable to the Member if CoachCare has received notice that the Member is in breach of any agreement or undertaking with any affiliate of CoachCare and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. CoachCare shall have the right to publish the records of such breach on the Services. CoachCare shall not be required to investigate such breach or request confirmation from the Member.

Each Member agrees to indemnify CoachCare, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Services, or from your breach of the Terms.

Each Member further agrees that CoachCare is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. CoachCare reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with CoachCare in asserting any available defenses.

Transactions Made Through The Services

CoachCare provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. CoachCare additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Services. However, for any Services, CoachCare does not represent either the seller or the buyer in specific transactions. CoachCare does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.

Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. CoachCare uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Services. However, because user verification on the Internet is difficult, CoachCare cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Services. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Services may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Services as a result of purchase and sale transactions in connection with using the Services may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks." Each User agrees that CoachCare shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

Each User agrees to provide all information and materials as may be reasonably required by CoachCare in connection with its transactions conducted on, through or as a result of use of the Services. CoachCare has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.

In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify CoachCare (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY COACHCARE ON OR THROUGH THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND COACHCARE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COACHCARE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SERVICES; COACHCARE DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SERVICES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND COACHCARE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SERVICES.

Any material downloaded or otherwise obtained through the Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to CoachCare’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from CoachCare or through or from the Services shall create any warranty not expressly stated herein.

Each User hereby agrees to indemnify and hold CoachCare, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Services (including but not limited to the display of such User's information on the Services) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold CoachCare, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to CoachCare.

Each User hereby further agrees to indemnify and hold CoachCare, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Services. Each User hereby further agrees that CoachCare is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. CoachCare reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with CoachCare in asserting any available defenses.

CoachCare shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:

Notwithstanding any of the foregoing provisions, the aggregate liability of CoachCare, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to CoachCare or our affiliates during the calendar year and (b) US$100.00. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

Users — not CoachCare — are solely responsible for compliance with any and all privacy laws in such User’s jurisdiction, including HIPAA and HITECH compliance. Any storage of Personally Identifying Information (PII) and Personal Health Information (PHI) may only be stored on the Services after agreeing to a Business Associate Agreement (BAA) with CoachCare.

The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not CoachCare has been advised of or should have been aware of the possibility of any such losses arising.

Force Majeure

Under no circumstances shall CoachCare be held liable for any delay or failure or disruption of the content or services delivered through the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Intellectual Property Rights

The Services and its original content, features and functionality (including look!), are owned by CoachCare and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted by the Services itself.

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).

Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.

Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:

All Content added, created, uploaded, submitted, distributed, or posted to the Services by Users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party Services and feeds). You also hereby do and shall grant each User of the Services a non-exclusive, perpetual license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

We do not guarantee that any Content will be made available on the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

You are permitted to use the Services for legitimate business purposes by you, your representatives and customers, provided that your activities are lawful and in accordance with these Terms of Service. Prohibited uses include violation of laws and regulations, hacking the Services in any manner, or violating the Content Standards set below. No right, title or interest in or to any content on the Services is transferred to you, and all rights not expressly granted are reserved. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and can lead to account termination.

CoachCare may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

Notices

All legal notices or demands to or upon CoachCare shall be made in writing and sent to CoachCare by courier, certified mail, or email to the following address: CoachCare, 150 West 28th Street, Suite 502, New York, New York 10001. The notices shall be effective when they are received by CoachCare in any of the above-mentioned manner.

All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to CoachCare, or by posting such notice or demand on an area of the Services that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when: (a) CoachCare is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon CoachCare posting such notice on an area of the Services that is publicly accessible without charge.

You agree that all agreements, notices, demands, disclosures and other communications that CoachCare sends to you electronically satisfy the legal requirement that such communication should be in writing.

Specific Copyright Infringement Notices

CoachCare does not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose User identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless CoachCare from any claims resulting from any action taken by CoachCare during or as a result of its investigations and from any actions taken as a consequence of investigations by either CoachCare or law enforcement authorities.

If you believe that any User Content violates your copyright, please follow the procedure set forth by article 512(c) of the DMCA and provide us a written takedown notice including the following information:

The notice should be addressed via certified mail to the address listed above under Notices.

General Provisions

CoachCare and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

The Terms of Service constitutes the entire agreement between you and CoachCare and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

CoachCare’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of CoachCare’s right to act with respect to subsequent or similar breaches.

CoachCare shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of CoachCare). You may not assign, in whole or part, the Terms to any person or entity.

The Terms shall be governed by the laws of the State of New York and the United States of America without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York.

We use cookies to offer you a better browsing experience, analyze site traffic, personalize content, and serve targeted ads. Read how we use cookies and how you can control them on our "Cookie Settings" page. Continued use of this website will be interpreted as consent. You may visit the "Cookie Settings" link at the bottom of any page in the future to view or adjust your settings.

Cookie Settings