Terms of Use — The Second Act

Effective & Last Modified: July 16, 2025

1. Introduction and Acceptance

Second Act Movement LLC and its affiliates (collectively, "we," "us," "our," "Second Act," or "Company") offer you access to its interactive online websites, applications, and services. These Terms of Use, together with our Privacy Policy and any additional terms which might apply to certain products or services, govern your use of our websites (the "Website(s)") or any of our mobile widgets, services, or other applications ("Applications") (together, our "Services").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 18 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES. USE OF THE SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

2. The Services

(a) Second Act operates the Services which have been established to facilitate introductions between users and executive and life coach professionals ("Professionals") for the provision of executive and life coaching services ("Coaching Services"). Users will be able to use the Services to match with Professionals, and the Service algorithms will help identify Professionals who may be able to meet the user's requirements and will result in us providing you with the contact information of Professionals who may be able to fulfill the criteria you have provided.

(b) To use the Services, you will be required to accept these Terms of Use, and an agreement will be formed between you and us for the provision of the Services. You will need to enter into a separate contract with any Professionals you wish to instruct to provide you with Coaching Services (each such contract, a "Professional Contract").

(c) When you use the Services, you will be provided with details of all of the Professionals who may be able to fulfil the criteria that you provided. Professionals may contact you directly and you may opt to contact the Professionals yourself. Where we cannot identify any Professionals who may be able to fulfil the criteria you submitted, you will be notified that this is the case and given the opportunity to expand your requirements.

(d) You will be entitled to review the information you receive from the Professionals and may or may not decide to engage a Professional to provide the Coaching Services you require. We cannot in any way endorse or confirm that the Professionals identified as a result of the Service we offer are able to fulfil your requirements, and it will be your sole responsibility to engage with the Professional to establish whether they can meet your requirements prior to you entering into a Professional Contract.

(e) If you do engage a Professional to provide Coaching Services, you will become a customer of the Professional and will enter into a Professional Contract with them. For the avoidance of doubt, the Coaching Services are provided to you by the Professional, and not by Second Act. Second Act is not a party to any Professional Contract and under no circumstances will any such contract create an employment or any other service relationship between Second Act and any Customer.

(f) Second Act shall provide a link from the Website to the Professional's own website (where applicable) and shall include a facility for Customers to review a Professional's performance which shall be available on the Website for other prospective customers to see.

(g) Second Act has no influence or control whatsoever on the information contained on the Professional's website and accepts no liability for its content. The content of such third-party websites is the responsibility of the respective Professional. You will need to contract directly with the Professional for any Services you require from them.

(h) Second Act acts only as a facilitator of the introductions referred to above, and the provision of any Coaching Services by a Professional to a user will be subject to an entirely separate Professional Contract. If there are any issues with performance of those Coaching Services by the Professional, you will have legal rights of redress against the Professional directly, and not against Second Act.

3. Intellectual Property

Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates and/or identified third parties (collectively, the "Service Content"). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

4. Access and Use

(a) We may offer certain portions of our Services at no charge (e.g., Websites) and others (e.g., mobile Applications) for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, you are being granted a limited license to use our Services. In addition, the license to use any of our paid Services does not necessarily transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). For example, unless we specifically tell you otherwise, the use of any of our mobile Applications may be limited to the relevant device and/or operating system you are using at the time you access the Application.

(b) Third-Party Terms:

(i) IN CERTAIN INSTANCES, YOUR USE OF AN APPLICATION, OUR WEBSITE OR OTHER SERVICES MAY BE SUBJECT TO YOUR AGREEMENT TO CERTAIN THIRD-PARTY PRIVACY OR OTHER TERMS. IN SUCH INSTANCES, WE WILL PROVIDE YOU NOTICE OF THIS IN THE PRIVACY POLICY OR OTHER APPLICABLE TERMS POSTED IN THE SERVICE. BY USING THE APPLICABLE SERVICE, YOU AGREE TO ALL SUCH THIRD-PARTY TERMS.

(ii) App Store — You acknowledge and agree availability of our Applications and related Services may depend on the third-party from whom you received the Application license, e.g., the Apple iTunes, Google Play, or other App stores ("App Store"). You acknowledge that these Terms of Use are between you and Company and not with the App Store. Company, not the App Store, is solely responsible for its Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use our Applications, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the applicable Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using our Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Use and will have the right to enforce them.

(c) Our Services are provided for use by you or your organization for personal or non-commercial use only, except to the extent otherwise agreed in any written agreement between you and us. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content.

(d) Any software that is made available to view and/or download in connection with our Websites is owned or controlled by us and/or licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software. We accept no responsibility or liability in connection with any software owned or controlled by third parties.

(e) To the extent that our Websites contain links to outside services and resources, we do not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to that particular service or resource.

(f) Furthermore, except as expressly permitted in these Terms of Use, you may not:

(i) Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content;
(ii) Circumvent, disable, or otherwise interfere with our security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content;
(iii) Use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Service Content for any purpose (except for that which routinely occurs through the use of bona fide search engines) without our express written permission;
(iv) Collect or harvest any personally identifiable information or non-personally identifiable information from our Services including, without limitation, user names, passwords, email addresses;
(v) Solicit other users to join or become members of any commercial online service or other organization without our prior written approval;
(vi) Attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same;
(vii) Decompile, reverse engineer, or disassemble any portion of our software or other Service Content, or our Services;
(viii) Use network-monitoring software to determine architecture of or extract usage data from our Services;
(ix) Encourage conduct that violates any local, state, or federal law, either civil or criminal, or impersonate another user, person, or entity;
(x) Violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
(xi) Engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.

(g) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

(h) You understand and agree that your use of the Services and/or Service Content while operating a motor vehicle (or during any other activity that requires your attention) may be distracting, dangerous, or prohibited by law. You are solely responsible for exercising good judgment, acting in a safe and responsible manner, and obeying all laws and regulations at all times. You understand that failing to pay full attention in the operation of a vehicle or in other activities may cause an accident, damage, injury, death, or other serious consequences. You assume sole responsibility for your use of the Services and Service Content.

5. Subscription Services, Refund & Cancellation Policy

(a) Some of our Services may be offered to you conditioned on your payment of a fee ("Subscription Service(s)"). By using the Subscription Services, you will be subject to any charges and rules set forth in the additional terms for that particular Subscription Service, in addition to the general terms provided below. Your Second Act Subscription Services will continue and automatically renew until terminated. To use the Subscription Services, you must have Internet access and a Second Act ready device and provide us with one or more current, valid, accepted methods of payment, as may be updated from time to time and which may include payment through your account with a third party ("Payment Methods"). You must cancel your membership before it renews in order to avoid billing of any applicable subscription fees for the next billing cycle to your Payment Method.

(b) We may offer a number of Subscription Services, including Subscription Services that contain types of commercial messages and advertising formats ("Advertisements"). All Subscription Services may contain limited commercial content, such as branded content or sponsorship messaging, promos for Second Act content or information about other Second Act goods or services. In addition, we may give our users the opportunity to enjoy new additional features. Such content and new features may contain Advertisements independent of your Subscription Services.

(c) Some Subscription Services are offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. In addition, some Subscription Services may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your Subscription Services by visiting the "My Account" page on the Second Act website.

(d) The subscription fee for the Subscription Services and any other charges you may incur in connection with your use of the Services, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the "My Account" page. The length of your billing cycle will depend on the type of Subscription Service that you choose when you signed up for the service. Subscription fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a day not contained in a given month. Visit the Second Act website and click on the "MyAccount" page to see your next payment date. We may authorize your Payment Method in anticipation of subscription or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. If you signed up for Second Act using your account with a third party as a Payment Method, you can find the billing information about your Second Act subscription by visiting your account with the applicable third party.

(e) To use the Second Act Subscription Services you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Subscription Services until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

(f) You can update your Payment Methods by going to the "My Account" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

(g) You can cancel your Second Act membership at any time, and you will continue to have access to the Second Act Subscription Services through the end of your billing period. To cancel, go to the "My Account" page on our website and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. On the "My Account" page you can see when your account will close. If you signed up for Second Act using your account with a third party as a Payment Method and wish to cancel your Second Act membership, you may need to do so through that third party, for example by visiting your account with the applicable third party and turning off auto-renew, or unsubscribing from the Second Act Subscription Service through that third party.

(h) We may change our Subscription Services and the price of our Services from time to time. We will notify you at least one month before any price changes or changes to your Subscription Service will become effective. If you do not wish to accept the price change or change to your Subscription Service, you can cancel your membership before the change takes effect.

(i) Payments are non-refundable and there are no refunds or credits for partially used subscription periods. Following any cancellation, however, you will continue to have access to the Subscription Services through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("Credits"). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.

6. User Registration & Promotional Messages

(a) In order to access or use some features of our Services, you may have to become a registered user. If you are under the age of eighteen (18), then you are not permitted to register as a user, sign up for any promotional messages, or otherwise provide us any personal information.

(b) If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you may create a username and password (a "Membership"). You are solely responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to contact us by clicking the "Contact Us" link on our Website immediately if you become aware of any breach of security or unauthorized use of your Membership.

(c) Promotional Messages — Our Services may include sending you promotional e-mails/newsletters and/or text/SMS messages. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe via any of our disclosed methods. To receive any these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.

(i) Emails/Newsletters — You may opt-out of receiving our e-mails/newsletters as set forth in our Privacy Policy, or by using the options included in the communication we send you (e.g., using the "Unsubscribe" feature provided in the footer of our emails).

(ii) Text/SMS Messages — In addition to these Terms of Use, the following specific terms apply to our recurring Text/SMS Message Service ("Message Service"): (1) unless we explicitly tell you otherwise in advance, we will not charge you for the Message Service. However, "Message and Data Rates May Apply"; which means that, depending on your service plan with your wireless services carrier, you may be charged message and/or data charges by your wireless carrier for each message; (2) by enrolling in the Message Service, you certify that you are either the account holder or otherwise responsible for paying any wireless carrier charges associated with the Message Service or, if you are under the age of 18, that you have the permission of the account holder/person responsible for any such charges; (3) depending on your settings and preferences, we may send you up to eighteen (18) messages per month through our Message Service; (4) you may opt-out of receiving messages from us as set forth in our Privacy Policy, or by texting "STOP" as a reply to any of our messages; (5) if you have any questions about our Message Service or need assistance, you may text "HELP" as a reply to any of our messages; (6) we are not aware of any wireless carriers that do not support our Message Service, however, you must have a text or SMS enabled mobile phone; (7) we do not guarantee or warrant that you will receive all or any of our messages; and (8) our Message Service may be administered by a third party (the "Administrator") and reserve the right to condition use of our Message Service to your acceptance of applicable Administrator terms and conditions.

7. User Content

(a) We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published through our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

(b) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

(c) You represent, warrant, and covenant that you will not submit any User Content that:

(i) Violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;
(ii) Impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable, or otherwise violates any applicable law;
(iii) Encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any law;
(iv) Is an advertisement for goods or services or a solicitation of funds;
(v) Includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;
(vi) Contains a formula, instruction, or advice that could cause harm or injury; or
(vii) Is a chain letter of any kind.

For the avoidance of doubt, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying our Services will not be permitted.

(d) By submitting User Content to us, simultaneously with such posting you automatically grant, represent or warrant that the owner has expressly granted to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of our Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content.

(e) By submitting User Content, you also grant us the worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the User Content (all attributes, collectively, per person, a "Persona"), including, without limitation, your name and geographical location (e.g., "Leena P. – Denver, CO"), for purposes of advertising and trade, in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law. Our uses of your Persona will be consistent with the terms of our Privacy Policy, where it is applicable.

(f) We do not accept or consider, directly or through any employee or agent, unsolicited ideas of any kind, including without limitation, creative content, ideas, or suggestions relating to new or improved products, enhancements, names or technologies, advertising, and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form ("Unsolicited Materials"). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

(i) We have no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
(ii) We will own and may use and redistribute Unsolicited Materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

(g) Notwithstanding the generality of the foregoing, we reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising, marketing, promotional, and other commercial purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners, marketing partners, accounts, and third-party service providers (including their downstream users).

(h) We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

8. E-Commerce

(a) You must be at least eighteen (18) years of age or older to make purchases on any of our Websites.

(b) We reserve the right to limit the quantity of sales of particular items and further reserve the right to cancel multiple orders of such item purchases by the same user and/or users with the same shipment/delivery address.

(c) We attempt to be as accurate as possible in our product descriptions. However, we do not warrant that product descriptions or other content of our Websites is accurate, complete, reliable, current, or error-free. If a product offered by us is not purchased as described, your sole remedy is to return it in unused condition.

(d) Except where noted otherwise, the list price or suggested price displayed for products on any of our Services represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, estimated in accordance with standard industry practice, or is the estimated retail value for a comparably featured item offered elsewhere. Where an item is offered for sale by one of our merchants, the list price or suggested price may be provided by the merchant. In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error received from its suppliers, we shall have the right to refuse or cancel any orders placed for the product listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we will issue a credit to your credit card account in the amount of the charge.

(e) Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. We may automatically charge and withhold the sales tax for orders based on the applicable state sales tax rate and the location to which the item is being shipped. Otherwise, you are solely responsible for all sales taxes, or other taxes, on orders shipped to you.

(f) All requests for service and support for items purchased from us should be made directly to the manufacturer in accordance with their terms and conditions.

9. Service Content & Third Party Links

(a) We provide our Services including, without limitation, Service Content for educational, entertainment and/or promotional purposes only. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Service Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Service Content.

(b) In many instances, Service Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Services by anyone other than our authorized employees or spokespersons while acting in their official capacities.

(c) Our Services may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

10. Indemnification

(a) You agree to defend, indemnify and hold harmless Company, our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the "Website Parties") from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney's fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

(b) If you are using our Website on behalf of a business, that business accepts these terms. It will hold harmless, defend, and indemnify the Website Parties from any claim, suit or action arising from or related to the use of the Website or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney's fees.

11. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE WEBSITE PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATION CONTENT OF OUR SERVICES OR SERVICE CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (VI) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SURE OR UNINTERRUPTED; AND (VII) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

12. Limitation on Liability

(a) YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE PARTIES DO NOT VET, ENDORSE, OR GUARANTEE ANY PROFESSIONAL LISTED ON THE WEBSITE. YOU ARE SOLELY RESPONSIBLE FOR PERFORMING YOUR OWN DUE DILIGENCE BEFORE ENGAGING WITH ANY PROFESSIONAL, INCLUDING VERIFYING THEIR QUALIFICATIONS, EXPERIENCE, AND SUITABILITY FOR YOUR NEEDS. YOU FURTHER ACKNOWLEDGE THAT THE PROFESSIONAL CONTRACT FOR THE PROVISION OF COACHING SERVICES IS BETWEEN YOU AND THE PROFESSIONAL AND AGREE THAT THE WEBSITE PARTIES DO NOT SUPERVISE, DIRECT, CONTROL, OR MONITOR THE PROFESSIONAL IN THE PERFORMANCE OF ANY CONTRACTUAL OBLIGATIONS ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY PROFESSIONAL CONTRACT. IT IS THE PROFESSIONAL WHO IS SOLELY RESPONSIBLE FOR THE PROVISION OF COACHING SERVICES TO YOU. THE WEBSITE PARTIES SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN RESPECT OF THE PROVISION OF THE COACHING SERVICES AND/OR YOUR DEALINGS WITH ANY OF THE PROFESSIONALS WHO ARE LISTED ON THE WEBSITE. THIS MEANS THAT ANY ERROR OR DELAY IN THE PERFORMANCE OF THE COACHING SERVICES, ANY BREACH OF OBLIGATIONS, AND ANY FRAUDULENT MISREPRESENTATION MADE BY A PROFESSIONAL DIRECTLY ON THE WEBSITE, IS THE FULL AND COMPLETE RESPONSIBILITY OF EACH PROFESSIONAL. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND DETERMINING THE SUITABILITY OF ANY PROFESSIONAL, FOR ASSESSING WHETHER TO ENTER INTO A PROFESSIONAL CONTRACT AND, FOR VERIFYING ANY INFORMATION CONCERNING THE PROFESSIONAL.

(b) IN RECOGNITION OF THE FACT THAT THE WEBSITE PARTIES ARE NOT A PARTY TO ANY CONTRACT BETWEEN YOU AND A PROFESSIONAL, YOU HEREBY RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE WITH A PROFESSIONAL THAT EXIST AS OF THE TIME YOU ENTER INTO THIS AGREEMENT. THIS RELEASE INCLUDES, FOR EXAMPLE AND WITHOUT LIMITATION, ANY DISPUTES REGARDING THE PERFORMANCE, FUNCTIONS, AND QUALITY OF THE COACHING SERVICES PROVIDED AND REQUESTS FOR REFUNDS BASED UPON DISPUTES.

(c) UNDER NO CIRCUMSTANCES SHALL ANY OF THE WEBSITE PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT, IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR SERVICES.

(d) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL THE WEBSITE PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY US DURING THE PRECEDING TWELVE (12) MONTH PERIOD OF $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(e) These limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of liability are not permitted; in such jurisdictions, some of the foregoing limitations may not apply to you.

13. Termination

(a) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your use of our Services for any reason including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use. You agree that we are not liable to you or any third party for any termination or suspension of your Membership or for blocking your use of our Services.

(b) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use (which by their nature should survive the suspension or termination of your Membership or these Terms of Use) shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under Section 19 "Miscellaneous."

(c) For the avoidance of doubt, termination of a Professional Contract does not terminate or otherwise impact this Agreement, and as Second Act is not a party to any Professional Contract, the termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Professional Contract you may have with a Professional.

14. Copyright Policy

(a) We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our Websites or hosted on our systems that may be infringing or the subject of infringing activity.

(b) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (the "Designated Agent"). Our Designated Agent is:

Support Team Second Act Movement LLC 1500 N Grant St #4783 Denver, CO 80230 Email: support@secondactmovement.com Phone: 303-332-8658

(c) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work's copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single Website are covered by a single notification, a representative list of such works at that Website;
(iii) 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;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(v) A statement that you have 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; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

15. Choice of Law; Jurisdiction and Venue

These Terms of Use shall be construed in accordance with the laws of the State of Colorado without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be subject to Mandatory Arbitration as set forth in Section 16 and, if arbitration does not apply, brought exclusively in the state or federal courts of Colorado. We each waive any jurisdictional, venue, or inconvenient forum objections to such courts.

16. Dispute Resolution & Mandatory Arbitration

(a) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at Second Act Movement LLC, 1500 N Grant Street #4783, Denver, CO 80203. We will contact you based on the contact information you have provided us.

(b) If, after thirty (30) days, the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they instead choose to have any disputes resolved through arbitration.

(c) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Rules of Arbitration and procedures in effect when the claim is filed applying Colorado law. The rules and procedures and other information, including information on fees, may be obtained from the AAA directly. The arbitration shall take place at a location mutually agreed to by the parties or, if no such agreement is reached, as determined by the AAA.

(d) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

(e) Notwithstanding the foregoing, we may bring any claim for injunctive relief regarding any infringement of our intellectual property rights. Either of us may bring qualifying claims in small claims court. Furthermore, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.

17. No Class Actions

TO THE EXTENT PERMITTED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

18. No Trial by Jury

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

19. Amendment; Additional Terms

(a) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique aspects of our Services, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(b) Modifications to these Terms of Use or Additional Terms will be effective immediately upon posting on the Website. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your Membership.

20. Miscellaneous

(a) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

(b) Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in full force and effect.

(c) Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.

(d) Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in these Terms of Use are intended to authenticate this writing and to have the same force and effect as manual signatures. "Electronic Signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person, with the intent to sign the record, including facsimile or email electronic signatures, pursuant to the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.) as amended from time to time.

(e) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.

(f) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.