KAI COACH CLIENT TERMS OF SERVICE

Thank you for your interest in Kai Coach, Inc., a Delaware corporation (“KAI COACH”). KAI COACH provides Clients with a text-based AI-enabled fitness coach (the “Platform”).

1. DEFINITIONS
The following definitions apply:

a. “Affiliates” means, with respect to any Person, any other Person that (i) directly or indirectly owns or controls such Person, (ii) is directly or indirectly owned or controlled by such Person, or (iii) is under common control with such Person. For the purpose of this definition control means holding a majority of the equity or otherwise having the power to direct or cause the direction of the management and policies of an entity.

b. “Aggregate Data” means de-identified aggregated data or information regarding: Members’ educational or career history (including, by way of example and not limitation, aggregate data relating to Users’ occupation, location, salary, education and experience); Clients’ requests for Member Services (including, by way of example and not limitation, skills requirements, hiring preferences and frequency, and compensation data); and any other information regarding Users of the Service.

c. “Client Data” means any and all brochures, emails, sample and actual job postings, web site content, audio, videos, photographs, logos, trademarks, service marks, domain names, Documents, data, information, comments or other content provided to KAI COACH by a Client or otherwise transmitted through a Client’s use of the Service.

d. “Content” includes all Text, Graphics, Design and Programming used on or in the Service.

e. “Design” includes the color combinations and the page layout of the KAI COACH Web Site.

f. “Document” refers to any material posted to the Service by any User.

g. “Effective Date” means June 1, 2018.

h. “Graphics” includes all logos, buttons, and other graphical elements on the KAI COACH Web Site, with the exception of paid advertising banners.

i. “KAI COACH Web Site” means https://kai.coach/ and any other web site operated by KAI COACH and includes such web sites’ Content, Text, Graphics, Design, Programming and Services (as applicable in each context).

j. “Law” or “Laws” means all laws, rules, regulations, codes, statutes, ordinances, treaties, and/or governmental orders, including the common law.

k. “Liability” or “Liabilities” means any liability, indebtedness, fine, penalty or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

l. “Loss” or “Losses” means any and all damages, fines, assessments, charges, levies, fees, penalties, deficiencies, losses and expenses (including all remediation costs, reasonable fees of attorneys, accountants and other experts, or other expenses of litigation or proceedings or of any claim, default or assessment).

m. “Mobile Device” means your personal, non-commercial use on a single mobile device owned or otherwise controlled by you.

n. “Person” means any natural person, corporation, unincorporated organization, partnership, association, joint stock company, limited liability company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.

o. “Programming” includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Service.

p. “User” refers to any Person that uses any aspect of the Service.

q. “Usage Data” means any data reflecting the access or use of the Service by or on behalf of Clients, Members, or any other Users, including any end user profile, visit, session, impression, click through or click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

2. SERVICES
The Platform is a communications platform enabling persons to obtain text-based AI-enabled fitness coaching (“you”, the

“Client”, or, in some circumstance, the “User”). Your use of the Platform is the “Service” provided to you by KAI COACH.

3. ACKNOWLEDGMENT AND ACCEPTANCE

a. Legal Agreement. These KAI COACH CLIENT TERMS OF SERVICE (the “Terms”) constitute a legal agreement between KAI COACH and the Client regarding the Client’s use of the Platform and Client’s receipt of the Service.

b. Digital Signature. By clicking to accept these Terms, you are deemed to have read, understood, acknowledged, and agreed to, these Terms electronically, effective on the date you register your Account or click to accept these Terms, pursuant the Ohio Uniform Electronic Transactions Act (Ohio Rev. Code § 1306.01 et seq.). Your clicking to accept these terms and your continued use of the Platform and receipt of Services constitutes an acknowledgement that you are able to electronically receive, download, and print these Terms, and any amendments.

c. WAIVER OF JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, YOU WAIVE, PURSUANT TO SECTION 19 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. YOU CERTIFY AND ACKNOWLEDGE THAT BY ACCESSING AND USING THE KAI COACH WEB SITE, PLATFORM, OR KAI COACH APP THAT YOU MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHOULD NOT ACCESS OR USE THE KAI COACH PLATFORM.

4. CHANGES TO TERMS

KAI COACH may revise and update these Terms from time to time in its sole discretion. Unless stated otherwise, all changes are effective upon notice and apply to all access to and use of the Service. Your continued use of the Service following notice and posting of any revised Terms means that you accept and agree to the changes. However, any changes to the dispute resolution provisions set forth in Section 19 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the KAI COACH Web Site or any other location on the Platform.

5. REPRESENTATIONS AND WARRANTIES

a. You will not post any Document to the KAI COACH Web Site or Platform that contains: (i) URLs or links to web sites other than to recruitment related pages on your company web site (unless otherwise agreed in writing); (ii) copyrighted material (unless you own the copyright or have the owner’s permission to post the copyrighted material, subject to Section 14 herein); (iii) trade secrets (unless you own them or have the owner’s permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.

b. You will not use a Document to: (i) post false, inaccurate, or misleading information, opinions, or notices (commercial or otherwise) or chain letters; or (ii) post advertisements or solicitations of your business (other than for recruiting purposes pursuant to these Terms).

6. MOBILE DEVICE ACCESS

To the extent you access the Platform through a Mobile Device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services or applications may be prohibited or restricted by your carrier, and not all mobile services or applications may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your information to ensure that your messages are not sent to the person that acquires your old number.

7. RELATIONSHIP
These Terms do not create a partnership or agency relationship between KAI COACH and any User. Users do not have authority to enter into written or oral (whether implied or express) contracts on behalf of KAI COACH.

8. LINKS TO OTHER SITES

The Service may link to or may be accessed in connection with external sites. These links or the ability to access other external sites from the Service are provided for your convenience only and do not constitute an endorsement by KAI COACH of such sites or their content, products, or other materials. You access such external sites at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from external sites. KAI COACH has no control over the content of any external sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any external sites linked to or otherwise accessible from the Service, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such external sites. You agree to hold KAI COACH harmless from any Loss or Liability that may result from the use of any links or access to external sites that may appear on the Service.

9. PAYMENT TERMS

a. By using the Platform you acknowledge and agree to enter into and abide by the terms and conditions of KAI COACH’s specified payment collection agent.

b. Client shall pay KAI COACH the applicable KAI COACH Service Fee at the time you sign up for KAI Coach service plan or any renewal or extension. Your right to receive Services through the Platform is valid for the full duration of the length of the service plan and any renewal or extension options you select. You will be charged the Service Fee according to your service plan and pursuant to the terms and conditions of KAI COACH’s specified payment collection agent.

c. KAI COACH may from time to time provide certain Clients with promotional offers and discounts that may result in different amounts charged for the same or similar Services obtained through the use of the KAI COACH Web Site or Platform, and you agree that such promotional offers and discounts, unless also made available to the Client, shall have no bearing on your use of the Services or the Fees applied to you.

10. RESTRICTIONS

In accessing and using the Service, you agree to abide by the following rules, restrictions and limitations:

a. You will not use any data mining software, robots, spiders or similar data gathering and extraction tools to access, acquire, copy, monitor, retrieve, index, “scrape,” “data mine,” or in any way gather Content or data from the Service or otherwise circumvent the navigational structure or presentation of the Service;

b. You will not disseminate or transmit viruses, worms, Trojan horses, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear GIFs, single pixel GIFs, pixel tags, web beacons, action tags, web bugs, cookies, or other similar devices;

c. You will not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service;

d. You will not interfere with or circumvent any security feature or any feature that restricts or enforces limitations on the use of, or access to, the Service;

e. You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures of the Service; and

f. You will not remove, change or obscure any copyright, trademark notice, trademark, hyperlink or other proprietary rights notices contained within the Service.

11. TERM AND TERMINATION

Unless otherwise agreed in a writing signed by Client and KAI COACH, these Terms apply unless and until Client cancels its subscription plan, ceases all access or use of the Service, and stops receiving all Services (a “Termination”).

12. INTELLECTUALPROPERTY

a. You hereby grant to KAI COACH a non-exclusive, royalty-free, fully paid-up, right and license to use Client Data for the purposes of providing you with the Service. You represent and warrant that you are the exclusive owner of the Client Data or have all rights and licenses necessary to grant the rights to the Client Data that you have granted to KAI COACH in these Terms without the need to obtain any third-party consents or permissions.

b. The Service (including the underlying technology, systems and software comprising the KAI COACH Platform) are protected by copyright, trademark, patent, and/or other proprietary rights and Laws. Subject to your compliance with these Terms, and solely for so long as you are permitted by KAI COACH to access and use the Service, KAI COACH grants to you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for your use only. Unless expressly granted to you in these Terms, KAI COACH and its licensors reserve and retain all right, title and interest (including all intellectual property rights) in and to: (i) the Service; and (ii) the technology, systems and software used to provide the Service.

c. You further understand and agree that KAI COACH owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data and Usage Data. KAI COACH may use such Aggregate Data or Usage Data for any lawful business purpose without a duty of accounting to you or any User, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to Client or any individual Users.

13. PLATFORM FEEDBACK

KAI COACH does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Platform or the KAI COACH Web Site, such feedback should not include any creative ideas, inventions, suggestions, or materials. KAI COACH has adopted this policy to avoid confusion and misunderstandings in case your ideas, suggestions, or other materials are like ones that we have developed (or may develop) independently. Therefore, we are not responsible for any ideas, suggestions, or materials submitted to us. If, despite this notice, you send KAI COACH creative suggestions, ideas, drawings, concepts, inventions, or other information (a “Client Submission”), you understand and agree that KAI COACH is free to use these ideas, suggestions, or other materials in any way that it may deem fit without any Liability or payment of any kind to you. Client Submissions and any elements contained in a Client Submission will not be subject to any obligation of confidentiality on KAI COACH’s part, and KAI COACH will not be liable for any use or disclosure of any Client Submission.

14. COPYRIGHT COMPLAINTS

a. Copyright Policy. KAI COACH takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the KAI COACH Web Site or Platform infringe your copyright, you may request removal of those materials (or access to them) from the KAI COACH Web Site or Platform by submitting written notice to our Copyright Agent designated below.

b. Notice to KAI COACH. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the KAI COACH Web Site or Platform, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; a statement that the information in the DMCA Notice is accurate; and (vi) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the KAI COACH Web Site or Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

c. Copyright Agent. DMCA Notices must be delivered to our designated Copyright Agent:

Kai Coach, Inc.
2301 Hudson Ave, D Norwood, Ohio 45212 copyright@kai.coach

d. Repeat Infringers. It is KAI COACH’s policy in appropriate circumstances to disable and/or terminate the Account of Users who are repeat infringers.

15. DISCLAIMERS

THE KAI COACH PLATFORM IS PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND THE USE THEREOF IS AT YOUR SOLE RISK. KAI COACH MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, AND TITLE WITH RESPECT TO THE KAI COACH PLATFORM, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. KAI COACH DOES NOT WARRANT THAT: (A) THE SERVICES (OR THE RESULTS OBTAINED FROM THE USE THEREOF) WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (C) ANY ERRORS OR MALFUNCTIONS IN THE KAI COACH WEB SITE OR PLATFORM WILL BE CORRECTED. KAI COACH IS NOT LIABLE IN THE EVENT OF ANY UNAUTHORIZED ACCESS TO OR USE OF THE KAI COACH PLATFORM, ANY INTERRUPTION, SUSPENSION OR CESSATION OF ACCESS TO THE KAI COACH WEB SITE OR PLATFORM, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL OR MALICIOUS CODE WHICH MAY BE TRANSMITTED THROUGH THE KAI COACH PLATFORM BY ANY THIRD PARTY. KAI COACH MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE ON THE KAI COACH PLATFORM.

16. WAIVER, RELEASE AND LIMITATION OF LIABILITY

a. BECAUSE PHYSICAL EXERCISE CAN BE STRENUOUS AND SUBJECT TO RISK OF SERIOUS INJURY, WE URGE YOU TO OBTAIN A PHYSICAL EXAMINATION FROM A DOCTOR BEFORE USING ANY EXERCISE EQUIPMENT OR PARTICIPATING IN ANY EXERCISE ACTIVITY. YOU AGREE THAT BY PARTICIPATING IN PHYSICAL EXERCISE OR TRAINING ACTIVITIES, YOU DO SO ENTIRELY AT YOUR OWN RISK. ANY RECOMMENDATION FOR CHANGES IN DIET INCLUDING THE USE OF FOOD SUPPLEMENTS, WEIGHT REDUCTION AND/OR BODY BUILDING ENHANCEMENT PRODUCTS ARE ENTIRELY YOUR RESPONSIBILITY AND YOU SHOULD CONSULT A PHYSICIAN PRIOR TO UNDERGOING ANY DIETARY OR FOOD SUPPLEMENT CHANGES. YOU AGREE THAT YOU ARE VOLUNTARILY PARTICIPATING IN THESE ACTIVITIES AND ASSUME ALL RISKS OF INJURY, ILLNESS, OR DEATH. WE ARE ALSO NOT RESPONSIBLE FOR ANY LOSS OF YOUR PERSONAL PROPERTY. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY. YOU EXPRESSLY AGREE TO RELEASE AND DISCHARGE KAI COACH, ITS AFFILIATES, AND THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND CONTRACTORS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND YOU AGREE TO VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST THE TRAINER OR INSTRUCTOR FOR PERSONAL INJURY OR PROPERTY DAMAGE.

b. KAI COACH IS IN NO EVENT RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, COST OF SUBSTITUTE PROCUREMENT, ARISING IN WHOLE OR IN PART FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR ANY PORTION THEREOF, EVEN IF KAI COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES IS KAI COACH LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OR OTHER NETWORK (INCLUDING WITHOUT LIMITATION PHONE NETWORK OR OTHER TELECOMMUNICATIONS NETWORK) FAILURES OR “BROWNOUTS,” COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, KAI COACH’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE GREATER OF (1) FEES PAID BY YOU DURING THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU NOTIFY KAI COACH OF A CLAIM, OR (2) ONE HUNDRED US DOLLARS.

c. California Residents. If you are now, or at any time during your use of the KAI COACH Web Site or Platform, a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

17. INDEMNIFICATION

You will indemnify, defend, and hold harmless KAI COACH, its Affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all Liabilities or Losses arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) your use of the Service, including any payment obligations incurred through receipt of any Services; (c) failure to comply with these Terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; or (f) violation of privacy rights or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents.

18. GOVERNING LAW

These Terms are governed by the Law of the State of Ohio, without regard to any conflict of law rules that would result in the application of any other Law other than the Law of the State of Ohio.

19. DISPUTE RESOLUTION

a. All disputes arising in connection with these Terms will be settled, if possible, by negotiation between the parties. If settlement cannot be reached by negotiation within 30 days after either party first gives notice of a dispute, then the dispute will be settled by final and binding arbitration pursuant to this Section 19.

b. You and KAI COACH agree that you may bring claims against KAI COACH pursuant to these Terms and only on an individual basis, and not on a class, collective, or representative basis on behalf of others. You and KAI COACH further agree that you will not join any purported class, collective, or representative action brought by others on behalf of you. Unless you and KAI COACH otherwise agree, the arbitrator appointed to decide disputes may not consolidate or join more than one person’s or party’s claims against KAI COACH and may not otherwise preside over any form. IMPORTANT: Your agreement to bring claims against KAI COACH in an individual basis and through arbitration, rather than through a court or trial by jury, is binding unless you opt out of this arbitration provision in accordance with the Terms. It is the intention of you and KAI COACH that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the applicable AAA Rules (as set forth below) apply to any dispute arising out of these Terms (including but not limited to their construction, interpretation, enforceability, or termination) or your relationship with KAI COACH (each a “Dispute”). It is the intent of the parties that the FAA and the applicable AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and the applicable AAA Rules are found to not apply to any Dispute, then that Dispute shall be resolved under the Law of the State of Ohio as set forth in Section 18.

c. All Disputes will be arbitrated in accordance with the AAA’s Consumer Arbitration Rules, except as modified by this Section 19.

d. Any Dispute submitted to arbitration under the provisions of these Terms shall be considered confidential in all respects, including, but not limited to, any complaint, the existence of a formally submitted Dispute, the nature and/or facts of the Dispute, any settlement or proposed settlement of a Dispute, and/or any findings of fact or law by an arbitrator. User acknowledges and agrees that the publication or other dissemination of any matter deemed confidential will result in irreparable harm to KAI COACH, and that KAI COACH shall be entitled to pursue any and all remedies against User, including, but not limited to, injunctive relief, attorney fees, and other costs.

e. For all Disputes, the arbitration will be conducted in Cincinnati, Ohio. There will be one neutral arbitrator, selected by KAI COACH in KAI COACH’s sole discretion. The arbitrator must follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 16. The arbitrator will have no authority to award punitive, consequential, or liquidated damages. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection with the arbitration. The award rendered may be entered and enforced in a court of competent jurisdiction. Except as may be required by law, neither KAI COACH, the Member, nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both KAI COACH and the Member, unless to protect or pursue a legal right.

f. You may opt-out of this Section 19 by providing written Notice to KAI COACH within 30 days of the date you first created an Account or the Effective Date, whichever is later (the “Opt-Out Period”). If you do not opt-out of this Section 19 within the Opt-Out Period you will be subject to all the provisions in this Section 19. If you do opt-out of this Section 19, all other provisions of these Terms will still apply.

g. In the event that Sections 19.c or 19.d is found not to apply to you or to a particular claim or dispute (except for small- claims court actions), you agree that any claim or dispute that has arisen or may arise between you and KAI COACH must be resolved exclusively by a state or federal court located in Hamilton County, Ohio. You and KAI COACH agree to submit to the personal jurisdiction of the courts located within the State of Ohio for the purpose of litigating all such claims or disputes.

h. Use of the KAI COACH Platform and/or Web Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms (including without limitation, this Section 19). You understand that, in return for agreement to this provision, KAI COACH is able to offer use of the KAI COACH Platform at the terms set forth in these Terms, and that your assent to this provision is an indispensable consideration to these Terms.

20. ASSIGNMENT

Notwithstanding the any contrary provision of these Terms, in the event KAI COACH goes through a change in control by reorganization, acquisition, merger, consolidation, operation of law, or otherwise, KAI COACH may transfer and assign all rights under these Terms to its successor, subsidiary, partner, or other surviving entity. User shall have no right to assign any right to use of the Platform or any other right associated with its engagement with KAI COACH without express written consent of KAI COACH.

21. MISCELLANEOUS

The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If a court or arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified.