This runcoach Coaching Services Agreement (the "Agreement") is entered into by and between Focus-N-Fly, Inc., a California corporation doing business as runcoach, whose business address is 1425 Broadway Ave, #7, Burlingame, CA 94010 and the recreational athlete identified below ("You").

Upon acceptance by runcoach of this Agreement, and for as long as you continue to pay all accrued fees, runcoach will use a proprietary computer program to provide structured training (the "Services"). As athletic results vary from individual to individual and depend upon many factors, runcoach cannot promise or guarantee that the runcoach Services will meet your expectations or produce favorable results, improvements or benefits. If you are dissatisfied with the runcoach Services for any reason, your sole remedy is to terminate this Agreement. The runcoach Services are personal to you and may not be transferred or assigned.

1. Termination. You may terminate this Agreement for any reason via the Settings Section on the runcoach website. Although you will not be subject to any further fees, runcoach is not responsible for refunding any fees already paid or accrued. runcoach reserves the right to terminate this Agreement at any time for Your failure to comply with this Agreement (including but not limited to Your failure to pay accrued fees), or failure to comply with any of the rules and regulations adopted by runcoach, or for conduct runcoach determines to be improper or detrimental to the best interests of runcoach.

2. Assumption of Risk, Release, Waiver and Indemnity. You acknowledge and agree for Yourself (which for purposes of this Agreement includes your representatives, executors, administrators, successors, assigns, heirs, and next of kin) that:

(a) You are qualified, in good health, and in proper physical condition to participate in the physical and athletic activities, exercises, training, and programs which runcoach Services recommends (collectively, the "Athletic Activities");

(b) Athletic Activities naturally involve risks and dangers of serious bodily injury, including permanent disability, paralysis and death, potential property damage, and other risks of social and economic losses or any other damage, either known or not known to You or not readily foreseeable at this time (collectively, the "Risks");

(c) The Risks may be caused by Your own actions or inactions, or the actions or inactions of others, including those who own or maintain the Third Party Facilities (as defined below);

(d) runcoach is not providing any physical facilities (e.g., indoor or outdoor running tracks), clothing, shoes, training devices or equipment of any kind relating to the Athletic Activities, and all Athletic Activities will take place at indoor or outdoor, public or private, physical facilities that are owned by third parties (the "Third Party Facilities"), and runcoach cannot and does not make any representation or warranty regarding the Third Party Facilities, including but not limited to their condition, accessibility, safety, or suitability for the Athletic Activities;

(e) You accept the condition of such Third Party Facilities, "AS IS, WHERE IS" and You agree to abide by all rules and regulations, public or private, that apply to the use of Third Party Facilities;

(f) You understand and voluntarily accept and assume all Risks and responsibility for all Injuries, whether physical or mental, including but not limited to, injuries to Yourself or Your guests, arising out of or in connection with the Athletic Activities and/or Your use of Third Party Facilities, including but not limited to the following:

(i) Any accidental injuries;

(ii) Injuries arising from participation in supervised or unsupervised activities and programs, including but not limited to those sponsored or endorsed by runcoach;

(iii) Injuries or medical disorders resulting from Athletic Activities, including but not limited to heart attacks, strokes, heart stress, sprains, broken bones, torn muscles or ligaments;

(iv) Injuries resulting from the actions taken or decisions made regarding medical or survival procedures; and

(v) Any loss, theft or damage to property.

(g) You voluntarily waive, release and discharge runcoach (which includes, for purposes of this Agreement, its owners, members, directors, officers, employees, agents or volunteers) from any and all claims, liabilities, damages, losses (including but not limited to loss of time, loss of service and loss of income), causes of action, suits, costs, expenses, and attorneys fees (collectively, the "Losses"); arising out of or related to all Risks and injuries;

(h) You shall maintain health, accident and/or property insurance that is adequate to cover all of your Losses, Risks and injuries;

(i) You relinquish forever and covenant not to sue, assert or otherwise maintain any claim or cause of action against runcoach (whether past, present or future, whether known or unknown, and whether anticipated or unanticipated) arising out of any Losses, Risks or injuries; and

(j) You will indemnify, defend and hold runcoach harmless from any and all of your Losses, Risks and injuries.

3. Medical Examination. You acknowledge that runcoach is not a medical practice and does not employ doctors or licensed health care providers of any kind. Accordingly, runcoach cannot and will not provide medical examinations or medical or healthcare advice. You are strongly encouraged to have a complete physical examination by a licensed medical doctor prior to beginning any exercise program or strenuous new activity, including but not limited to Athletic Activities for which runcoach Services are provided. If you have a history of heart disease, you must consult a physician and you must inform runcoach of your heart disease before undertaking any Athletic Activities. This agreement, even if accepted by runcoach, is void for all purposes except the waivers and releases You provide herein to runcoach if You were aware of a history of heart disease and failed to inform runcoach.

4. Limitation of Liability. In no event will runcoach be liable for direct, indirect, incidental, consequential, punitive, exemplary or special damages arising out of or relating to this Agreement. runcoach's entire liability, and Your entire and exclusive remedy, under this Agreement for any damages from any cause whatsoever shall in no event exceed the service fees actually paid by You to runcoach in the most recent three (3) month period.

5. Arbitration. Any dispute concerning the parties' rights and responsibilities under this Agreement which the parties cannot resolve within thirty (30) days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association ("AAA") in San Francisco, CA, with all expenses being shared equally by the parties. Judgment upon any AAA award may be entered into SF Superior Court.

6. Governing Law and Severability. This Agreement shall be governed and interpreted in accordance with California law. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

7. Notices. Communications and notices required or permitted under this Agreement shall be deemed delivered when hand-delivered to the receiving person, or when mailed, certified mail, return receipt requested, in first class U.S. mail, to the following address:

Erin Montagne
runcoach
1425 Broadway Ave, #7,
Burlingame, CA 94010

Communications can also be electronically transmitted to Erin Montagne at erin@runcoach.com or by phone at 650-375-8137, with hard copy mailed within three (3) days thereafter in the manner set forth above. Any party may change its address for purposes of this notice provision by giving notice in the manner prescribed above.

8. Force Majeure. Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, civil war, strikes or labor disputes, or any other cause beyond the parties' reasonable control. Each party agrees to notify the other party promptly of the occurrence of any such cause and to carry out this Agreement as promptly as practicable after such cause is terminated.

9. Complete Agreement; Non-Waiver. This Agreement (as defined above) constitutes the entire agreement between the parties. This Agreement supersedes and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement can only be amended by specific written amendment signed by both parties. Any failure by either party to require strict performance by the other of any provision of this Agreement shall not constitute a waiver of such provision or thereafter affect the parties full rights to require strict performance. By clicking the acceptance box below you agree to all the terms outlined in this document.