Last Updated June 28, 2021
Summary of Most Important Terms
These are the most important terms of this agreement:
- Cancellation Policy: All sessions must be cancelled within 24 hours to get a refund or for it not to count against your package as a session.
- Renewals: If you are purchasing a package on a payment plan, your payment plans will not pause unless it’s a medical emergency with a doctor’s note. If you are going out of town, your subscription will continue, however your sessions will be available for 60 days after you come back.
The remainder of this contract is still in full effect, we just highlighted the points that we get the most questions about.
Welcome to FitnessAtYourDoor Inc., a Florida Corporation (“Company”). Company is a mobile personal training company offering health and fitness content, information, services, and products via the website (fitnessatyourdoor.com) and any other website, channel, application, mobile feature, and/or platform we operate (together, “Site”). In these Terms and Conditions of Use (“Terms”), the use of the words “Company,” “we,” “our,” and “us” refer to FitnessAtYourDoor Inc. The words “user,” “you,” and “your” refer to entities or individuals that access and/or use the Site. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.
Very Important Details.
Shoes, shirts, and appropriate exercise attire must be worn at all times.
Use of Equipment
You will be instructed in the proper use and safety guidelines of all equipment used for training. Your signature below acknowledges that you have received and understand all of the use and safety guidelines associated with any equipment used. Client, Client’s minor child, or pets are liable for any equipment they damage. Your signature certifies that you understand that Fitness At Your Door is not liable for any injury that might arise out of the use of any equipment.
All clients must sign a liability waiver. Client has hereby enrolled in a fitness program (“the Activities”) with Fitness At Your Door Mobile personal training, (“FAD”) to be held at agreed upon location and including all equipment. In consideration of his or her participation with Fitness At Your Door, Client hereby agrees to the following on his or her own behalf or on behalf of his or her minor child.
Waiver of Liability
Client hereby agrees to observe and obey all written rules, regulations, and warnings of any training location and further agrees to follow any oral/verbal instructions or directions given by Fitness At Your Door, its affiliates, agents, employees or contractors. Client recognizes that the activities may involve strenuous physical activity, including but not limited to, muscle strength and endurance training, cardiovascular conditioning and training, and other various fitness activities and acknowledges Fitness At Your Door recommendation that Client consult a Physician prior to participating in the activities or other Fitness At Your Door sponsored events. Client attests that he or she is in good physical condition and does not suffer any disability or condition known to Client that would prevent or limit Client from participation in the activities. Client recognizes that there are certain risks associated with participation in the Activities and assumes full responsibility for any personal injury or death sustained by Client, or if applicable, Client’s minor child, and further releases and discharges Fitness At Your Door, its affiliates, agents, employees or contractors for any injury, loss, or damage arising out of Client’s or Client’s minor child’s use of equipment or participation in the Activities whether caused by Client, or Client’s minor child, or other third parties. Client acknowledges that Fitness At Your Door, its affiliates, agents, employees or contractors are not, nor do any of them claim to be licensed nutritionists or dieticians. We have partnered with license nutritionists and dietitians to provide you with the best advice. Fitness At Your Door will not be held responsible for any health related issues, including but not limited to allergic reaction or personal injury while consuming suggested supplements, CBD products, nutritional plans or meal prep. These statements have not been evaluated by the Food and Drug Administration. This is not intended to diagnose, treat, cure or prevent any disease. This is not a prescribed diet, only an example of a well-balanced diet. Please speak with a Physician to determine what would be considered a healthy weight for you. Client agrees to indemnify, defend, and hold harmless Fitness At Your Door Mobile personal training, its employees, agents, and any successor against all claims, causes of action, damages, judgments, costs, or expenses, including attorneys’ fees and other litigation cost, that may in any way, arise from my use of or presence on the facilities or participation in the Activities. Client agrees to pay for any and all damage to equipment as a result of damage or loss caused by client’s or client’s minor child’s negligent, willful or reckless action.
Client herby grants Fitness At Your Door Mobile personal training the unrestricted right to use pictures or photographs of clients (still or moving), film, voice recording, statements and comments, in whole or in part, in any media, in perpetuity, throughout the world, to promote Fitness At Your Door and its services.
Client hereby acknowledges that fees for each session will be paid automatically as agreed until terminated by either party. Accepted forms of payment: Venmo, Cash App, Check, Credit or Automatic Payment. 24hr. Notice is required to cancel a session. Less than a day’s notice will result in loss of session, unless there is unexpected emergency. If Client wishes to terminate automatic payment of fees, Client must notify Fitness At Your Door. Client acknowledges that there are no refunds for partial sessions or failure to participate in the activities; except that, if Client sustains an injury that prevents Client’s participation in the activities. Fitness At Your Door, may, in its sole discretion, refund the affected portion of the session.
1. Read Carefully!
These Terms govern your access to and use of the Site provided by Company. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. BY ACCESSING THE SITE AND/OR CREATING A USER ACCOUNT, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SITE. COMPANY’S ACCEPTANCE OF YOUR ACCESS TO OR USE OF THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS.
2. Third Parties and Polices
Please be aware that when you access and/or use certain features of the Site, your access to or use of such features will also be subject to all guidelines, terms, agreements, and conditions applicable to such features, including third party policies (the “Policies”). All such Policies are incorporated into these Terms by reference, and if the applicability of these Terms is incompatible with your access to or use of the Services, the relevant terms of such third party Policies will control.
We reserve the right to change or modify these Terms or any Policy and the Site we offer at any time without notice to you to reflect changes in our practices or keep current with relevant laws or industry standards. We also retain the right to create limits on your use and storage of User Content (defined below) at our sole discretion at any time without prior notice to you. In addition, Company may stop (permanently or temporarily) providing the Site (or any features within the Site) to you or to users generally and may not be able to provide you with prior notice. We may attempt to notify any registered users of material changes by sending an email to the email address you most recently provided us in your User Account (defined below), profile, or registration (unless we do not have such an email address), and/or by posting notice of the changes on the Site. Your access to and/or use of the Site will be subject to the most current version of these Terms posted on the Site at the time of your access or use. We recommend that you check the Site from time to time to inform yourself of any changes in these Terms, and stay apprised of any other Policies that may be applicable; you are solely responsible for reviewing and becoming familiar with any modifications to these Terms.
Should Company permanently stop the Site, you may terminate your use, User Account, and/or Subscription Agreement (defined below) pursuant to the termination process set forth in these Terms, and upon Company’s verification of your fulfillment of all termination requirements and in Company’s sole discretion, Company may refund a pro-rata portion of any remaining subscription fees paid.
4. Our Stuff
Company’s proprietary content, including videos, designs, text, graphics, pictures, information, Services, data, software (and the selection and arrangement thereof) logos, and code (collectively, the “Site Materials”) are all property of Company and are protected by intellectual property laws, and except as permitted under these Terms, Company expressly reserves all right, title, and interest in and to the content and services of the Site and Site Materials, aggregate data, and reports, and all processing, analytics, and other software and technology used by Company in the analysis of User Content (as defined below) and/or the provision of the Site, including, without limitation, any derivatives, improvements, enhancements, or extensions thereof conceived, reduced to practice, or otherwise developed on or on behalf of Company, all of which are valuable assets of Company, and any copyright, patent, trademark, or any other intellectual property right, or federal or state right, pertaining thereto. UNAUTHORIZED USE, MODIFICATION, REPUBLISHING, TRANSMITTING, DISTRIBUTING, OR DUPLICATING OR ANY OTHER MISUSE OF THE SITE OR SITE MATERIALS BY YOU IS PROHIBITED.
5. Your Stuff
The Site may now or in the future allow users to select, input, upload, and share information and data in connection with the Site and allow you or other users to post, link, store, or otherwise make available a wide variety of information, text, and/or other materials in connection with the use of the Site or otherwise (collectively, “User Content”). You are solely responsible for your use of any User Content and use such User Content at your own risk. By posting any User Content, you represent and warrant that you own and control all of the rights to the User Content that you post, or that you otherwise have the lawful right to distribute and reproduce such User Content and to grant Company the license for the User Content described below and that your use and posting of such User Content does not violate these Terms or any Subscription Agreement you have with us, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for any third party. By selecting and/or posting any User Content, you agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Site any of the following:
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, deceptive, fraudulent, or otherwise objectionable (as determined in our sole discretion);
- User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or violate any local, state, national, or international law;
- User Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; or that inappropriately provides private information of any third party including addresses, phone numbers, email addresses, Social Security numbers, health or location information, or similar information;
- User Content that, in our sole discretion, is objectionable or which restricts or inhibits any other person from using and/or benefiting from our Site, including, without limitation, User Content that contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive content;
- User Content that is spam, is machine- or randomly-generated, contains unethical or unwanted commercial content, furthers unlawful acts (such as phishing) or misleads recipients as to the source of the material (such as spoofing);
- User Content that in any way refers to or depicts persons under eighteen (18) years of age; or
- User Content that attempts to disrupt the Site or Services.
We take no responsibility and assume no liability for any User Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter.
As a provider of services that may in certain ways be interactive, we are not liable for any statements, representations, User Content, or Advertiser and Corporate Partner Content (as defined below) provided by users in any form whatsoever in connection with the Site. Although we have no obligation to screen, edit, or monitor any of the User Content or Advertiser and Corporate Partner Content posted anywhere in connection with the Site, we reserve the right, and have absolute discretion, to remove, screen, or edit any User Content and Advertiser and Corporate Partner Content connected to the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.
We may monitor use of the Site by all of our customers or visitors and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any of your personal information and/or identify you.
6. Your Use and Obligations
Use of the Site is subject to these Terms and is only permitted within normal access or use of the Site and in conformance with any Subscription Agreement (discussed below) you may have with us. Your access to or use of the Site grants you no right or license to reproduce, or otherwise use any Company or third-party trademarks except as expressly set forth herein. All goodwill generated from use of Company’s marks will inure to our exclusive benefit. Other company, product, and service names and logos used and displayed via the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Company.
You may access and use the Site only in compliance with these Terms, your Subscription Agreement, and all applicable local, state, national, and international law, rules, and regulations.
Absent breach by you of any of these Terms, and unless otherwise expressly permitted by Company, you are granted a limited, personal, non-transferable, non-sublicensable, revocable license to access our Site and, in connection with your Subscription Agreement, use the Site, and, as permitted, to electronically view, copy (except where prohibited without a license), and print to hard copy portions of the Site Materials.
However, in no case whatsoever shall you:
- use any data mining, scraper, spider robots or similar data gathering or extraction methods to access, monitor, or copy any Site Materials or other content or information used by the Site;
- use the Site in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
- modify copies of any materials obtained from the Site;
- use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text or without express authorization from Company;
- harvest or otherwise collect information about others, including e-mail addresses;
- violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures used to prevent or limit access to the Site;
- reverse engineer or alter the Site or the Site Materials or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- deep-link to any portion of the Site for any purpose, unless expressly authorized in writing by Company;
- “frame,” “mirror,” or otherwise incorporate any part of the Site into any other web site, unless expressly authorized in writing by Company;
- transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic, or profane material; any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful or prohibited by these Terms;
- link to the Site from any website that is unlawful, abusive, indecent, or obscene, that promotes violence or illegal acts or that is otherwise inappropriate in Company’s sole discretion;
- attack the Site or any portion thereof via a denial-of-service attack or a distributed denial-of- service attack;
- attempt to bypass methods Company may use to prevent or restrict access to the Site;
- disguise the origin of the information transmitted through the Site or to Company;
- submit false or misleading information to Company;
- delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure or adversely affects the performance or function of the Site or any other computer systems or networks used by Company;
- use the Site or the Site Materials other than for their intended purpose and as expressly permitted by these Terms;
- violate any applicable laws or regulations; or
- otherwise attempt to interfere with the proper working of the Site.
Further, you agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through our Site any of the following material or information:
- any message, data, information, text, music, sound, photos, video, graphics, code, or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable;
- material that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, federal, or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ;
- material that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
- material that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- unsolicited promotions or political campaigning; or
- private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers.
Any use of the Site or Site Materials not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you wish to make any use of material on the Site other than as set out in this section, please address your request to: [email protected].
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Site Materials, except as follows:
- Your computer may temporarily store copies of the Site / Site Materials in Random Access Memory (RAM) incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Site and where we provide you access and downloadable documents on the Site, for your own personal or business use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal or business use, provided you agree to be bound by any applicable end user license agreement for such applications.
Access to certain areas of our Site may be restricted. Any access to or use of the Site or the Site Materials other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted in these Terms and any Subscription Agreement you have with us. Such unauthorized use may also violate applicable laws including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. We reserve the right to restrict access to areas of our Site, or indeed our whole Site, at our discretion. We reserve the right to revoke your authorization to access or use the Site if we believe in good faith that you have violated these Terms or any laws whatsoever. Unless explicitly stated herein, nothing in these Terms or any Subscription Agreement you have with us will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license granted by these Terms is revocable at any time.
You acknowledge and agree Company may conduct an audit of all your records that pertain to the Site within the scope of the license granted herein electronically remotely at any time with respect to information or records available to us based on your interaction with us, or in person, provided that we give you reasonable notice of said audit and conduct said audit during standard business hours between 8:00 a.m. to 5:00 p.m. or as otherwise agreed by you and us.
7. Commenting and Comments
Company may allow posting of comments on its Site, such as in its “Community” section or discussion forums. Any user failing to comply with the Terms may be expelled from and refused continued access to, the ability to post comments or material in the future. Company or its designated agents may remove or alter any user-created material at any time for any reason. Information and material posted within these public forums may be provided by Company, our outside contributors, and/or by users not connected with us, some of whom may employ anonymous usernames. Company expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information, or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, employees, or representatives be liable for any loss or damage caused by your reliance on information obtained through these posted comments. The opinions expressed by anyone other than Company itself are solely the opinions of those parties, and do not reflect the opinions of Company or any of its subsidiaries or affiliates.
You also acknowledge and agree that any feedback, including but not limited to suggestions, comments, ideas or other information, provided by you in the form of email or other submissions (collectively, “Feedback”) to us is non-confidential and you hereby grant Company, its affiliates, subsidiaries, successors, and assigns an irrevocable, worldwide, transferable, nonexclusive, royalty-free, and fully sublicensable right to use such Feedback for any purpose without any compensation or attribution to you.
8. Important Information about Children
The Children’s Online Privacy Protection Act (“COPPA”) (https://www.ftc.gov/tips-advice/business- center/guidance/complying-coppa-frequently-asked-questions) requires that online service providers obtain parental (or legal guardian) consent before they collect personally identifiable information online from children who are under 13. Company’s Site does not target children and is not intended to be used by children without involvement and approval of a parent or guardian. Therefore, we only knowingly collect personal information through the Services from a child under 13 where that parent or guardian (or a student’s school, district, and/or teacher has agreed to obtain parental/guardian consent for that child) to use the Services and disclose personal information to us, for the use and benefit of the learning environment. If you are a child or student under 13, please do not send any personal information about yourself to us if your parent, guardian, school, district, and/or teacher has not provided this prior consent to us, and please do not send any personal information other than what we request from you in connection with the Site. If we learn we have collected personal information from a child or student under 13 without parental/guardian consent being obtained or if we learn a child under 13 has provided us personal information beyond what we request from them for the Site, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information in violation of this paragraph, please contact us at [email protected].
Parents and legal guardians, if your child is under the age of 13, consent may need to be given in order for such child to use certain features of the Site. You are responsible for understanding how the Site you use, subscribe to, make available, and/or distribute on behalf of yourself or other users may collect and use information of users of Company’s Site. If you are the parent or legal guardian of a child who has created a User Account with us and you did not receive an email seeking your consent, you can email us at [email protected] to have that child’s User Account deleted.
Company reserves the right not to accept or process orders that do not comply with our business policies and/or vendor agreements. Items ordered via the Site may be subject to shipping or processing limitations, such as shipping only to physical addresses located in the United States, or no shipping to P.O. boxes or APO/FPO addresses, and applicable limitations will be noted in connection with available items or during the purchasing process. All services and products offered by Company are provided subject to applicable U.S. federal, state, and local laws.
All orders are subject to acceptance by Company and availability. By submitting a purchase request to us (directly, or through our Site or our authorized vendors or affiliates) for any item, you represent and warrant that all information submitted to us in connection thereto is complete and accurate. At our discretion, purchase requests will be processed, but we reserve the right not to accept your purchase request at our sole discretion. In such case, we may inform you by email or via your User Account.
Prices (if any) indicated on each item page are exclusive of applicable taxes. Prices are subject to change. However, such changes will not impact the price or the description of the items for which you have already submitted a purchase request.
You may pay for your order using the payment methods available on the Site. The price for the purchase of items and the corresponding costs for shipping, delivery, and/or tax, as indicated by Company, may be charged to your chosen available payment method. You agree to pay Company (or our authorized vendors or affiliates) in full as identified in the purchase process via the Sites or the third party method. To ensure that your credit or debit card is not being used without your consent, Company (or our authorized vendors or affiliates) may validate your name, address, and certain other personal information supplied by you in placing the order. Company reserves the right to implement any additional and/or other payment security system from time to time.
The appearance of items displayed on the Site may not exactly correspond to actual items in terms of image, dimensions, and color depending on your Internet browser and/or your monitor quality.
10. Refunds and Returns
Refunds or returns, for whatever reason, if available for the product or service ordered, of any payment to be received by you may take place using the same method of payment you chose during the check- out procedure. Company, including any of its authorized vendors or affiliates, will not be responsible for any delays or conditions beyond its control, including without limitation delays caused by the method of payment/refund or those attributable to the card issuer or delays in shipment or delivery.
Generally, we are not able to approve a return for a non-defective item, and some items are not returnable in any case, due to their nature. Please do not open the product if you do not plan to keep the item you purchased. If you desire to return an opened product, we typically cannot take it back. If an exception is made, we reserve the option to charge a fifteen percent (15%) restocking fee. For any returns, we do not credit back any shipping charges paid on the original order and do not pay or reimburse for any return shipping back to us.
11. Third Party Stuff
The Site allows (or may in the future allow) you to select, input, upload, and share information and data in connection with and through designated user accounts maintained by you on certain third-party social media platforms or via third parties for services (together, “Third Party Services”). The Site allows (or may in the future allow) you to access Third Party Services using the Site to post, link, message users of Third Party Services, or otherwise act on a wide variety of information accessed by the Site and originating from user accounts on Third Party Services, and to collect data and generate reports based on these activities (collectively, “User Materials”). You are solely responsible for User Materials. By accessing Third Party Services through the Site, you represent and warrant that you have the lawful right to access such Third Party Services, and that the creation, distribution, and reproduction of the User Materials complies with the terms applicable to the Third Party Services. You shall ensure that your use of the Site, including access to or use of User Materials with the Site and Third Party Services, does not contain code, files, content, or programs that may interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, by introducing viruses or similar code into the Site, hosted systems or servers, or systems or servers maintained by providers of Third Party Services accessed through the Site. Company is not responsible for any loss or damage to User Materials. You assume all risks for the User Materials and are solely responsible for protecting and backing up the same.
12. Ads and Promotions
We may now or in the future allow advertisers and corporate partners to post content on the Site and provide links to sites and content of third parties (collectively the “Advertiser and Corporate Partner Content”) as a service to those interested in this information. These advertisements may be targeted to users based on information provided while registering for a User Account, through use of the Site, through queries made through the Site, or based other information. We do not control, endorse, or adopt any Advertiser and Corporate Partner Content and we make no representation or warranties of any kind regarding the Advertiser and Corporate Partner Content. The types and extent of advertising by Company on the Site are subject to change. You acknowledge and agree Company may access and use data and information received or generated through your access to or use of the Site to identify other potential users of the Site, demonstrate the capabilities of the Site, and/or pursue additional marketing and promotional activities using such. You further agree that we may send you messages, alerts, and other communications through the Site, including via email, web alert, text messages, push notifications and other similar means, in accordance with the preferences you may set through the Site, and you agree to accept such messages, and pay any applicable network access, data usage, or similar fees.
If we offer promotions, they will be subject to additional terms and conditions to which you must agree before entering (“Promotions Rules”). The Promotions Rules are considered part of these Terms and therefore part of the binding legal agreement between you and us. Please read any Promotions Rules carefully before entering.
13. Subscription Options
You do not have to set up User Account with us to access or use most of the information available through the Site. If any portion of the Site require you to open a User Account, you must be eighteen (18) years of age or older and complete the registration process by providing FitnessAtYourDoor with current, complete, and accurate information, as prompted by the applicable registration form or process (“Subscription Agreement”). By entering into a Subscription Agreement, you represent and warrant that any information that you submit to us is true and accurate and that you are eighteen (18) years of age or older and are fully able and competent to enter into and abide by these Terms and the terms of the Subscription Agreement. You further agree to (a) provide accurate, current, and complete information about you as may be prompted by any signup, login, subscription, and/or registration forms within our registration process (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current, and complete; (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to us; and (e) notify us immediately of any unauthorized access to or use of your User Account or any other breach of security by emailing us at [email protected]. Access to or use of the Services is void where prohibited.
14. Free Trial Options
Company offers or may offer a range of subscription plans for its Site, which may be selected as you set up a User Account, access or use the Site, and/or enter into a Subscription Agreement with us. Certain aspects of the Site may begin with or have an optional a free trial period, and/or a ramping up period where you are able to explore the scope of Site offered under our Subscription Agreements without charge (“Free Trial”). Not all of the Site or functionality of such may be available during a Free Trial period. We reserve the right to determine if you are eligible for a Free Trial and to discontinue any Free Trial without notice for any or no reason. We also reserve the right to modify, cancel, and or limit a Free Trial without notice at any time.
Each Free Trial and/or subscription term will begin on the Start Date as set forth in the Subscription Agreement or as otherwise set by Company (or at the end of your Free Trial) and will continue for the term length as set forth in the Subscription Agreement. Your subscription will automatically renew unless you or we terminate pursuant to these Terms. The renewal terms will be for additional terms equal to the expiring subscription term and on or in connection with the current Terms and the provisions of your Subscription Agreement, subject to the renewal pricing provided for in your Subscription Agreement or, if not specified in your Subscription Agreement, on our standard pricing as may be available through our Site. You are responsible for all fees related to your initial term as well as any renewal terms.
If you wish to upgrade your subscription level or certain portions of such, please contact us at [email protected] or via your User Account. Upgrading your subscription may require a new Subscription Agreement to be executed. Any discounts applied to a previous subscription or an initial term may not apply to a renewed subscription, including to any automatic renewals.
15. Fees and Payments
Payment and pricing terms for those portions of the Site requiring such are as specified in the Subscription Agreement utilized to order Site subscriptions or as otherwise set forth by us from time to time. By entering into a Subscription Agreement you agree to pay Company all subscription fees indicated, any other fees for additional services you may purchase, and any applicable taxes in connection with your access to or use of such. All fees charged by Company are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties excluding taxes based solely on Company’s income. For any paid Site services, including Subscription Agreements or other services or features available only to a certain User Account, after seven (7) days, unless otherwise agreed by both you and us and memorialized in your Subscription Agreement or other relevant agreement, all sales are final, all invoices due net thirty (30) upon receipt, and consistent with other provisions in the Terms, Company is not obligated to issue refunds, including for prepaid fees.
Unless otherwise agreed by both you and us and memorialized in your Subscription Agreement, all payments due will be charged on the day you sign up for such or enter into a subscription for such and will cover access to or use of such for a period as indicated or the term for which you subscribed. Payments are made for the upcoming billing cycle and are immediately due upon the first day of such. You will be billed for the relevant services, access, or content, as applicable, until you properly terminate your subscription (and corresponding User Account, if any) or Company terminates your Subscription Agreement and/or User Account. Your termination may not take effect until completion of the billing cycle for the then-current term.
We will bill the fees due under your Subscription Agreement or for any other agreed-to services to the credit card or other payment option you provide to us or select during registration (or to a different credit card or payment option if you change your payment information). You acknowledge that the amount billed for each renewal term may vary due to promotional offers, changes in the subscription or Site, changes to our standard pricing, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.
You also authorize your credit card issuer, bank, or payment service to pay any amounts described herein and associated with your User Account and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account, bank account, or payment service account until you or we terminate your Subscription Agreement as provided herein or these amounts are paid in full, whichever is later.
You represent and warrant that you are authorized to use such credit card, bank, or payment service for the purpose of purchasing such subscriptions, products, or services from us. You further authorize us to store your credit card, bank, and/or payment service information. You must of course provide us with current, complete, and accurate billing, credit card, and Registration Data information. At the beginning of each billing cycle Company will make attempts to charge the applicable fee to the credit card, bank, or payment service on record, and if we are unable to process the payment due, the relevant subscriptions, products, or services, and your access to them, will be immediately disabled. You must also promptly update all billing information to keep your User Account and Registration Data current, complete, and accurate, and you must promptly contact Company if your credit card or other relevant account information is lost, stolen, compromised, or if you become aware of a potential breach of account security. You authorize us to obtain or determine updated or replacement expiration dates for your credit card or other payment method in the event that such, as you provided to us, expires or is terminated. We reserve the right to charge any renewal card or payment method issued to you to the same extent as the expired or terminated card or payment method. If payment is not received from your credit card issuer, bank, or payment service, you agree to pay all amounts due upon demand. You also agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. Unless otherwise stated, all fees are quoted in U.S. Dollars. Company reserves the right, with respect to any amount not paid when due, to charge a finance charge equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid.
You are solely responsible for properly closing any User Account or terminating any Subscription Agreement you may have with us if you no longer desire to pay for or use the relevant subscriptions, products, or services. Written notice of termination by either you or us must be sent forty-eight (48) hours prior to your renewal date, or pursuant to the terms of any User Account or Subscription Agreement, and such termination becomes effective at the end of the then-current subscription term. Termination is not available during any designated free trial period. To close your User Account or terminate your Subscription Agreement, please email us at [email protected]. or as otherwise indicated by Company from time to time. Suspension, amendment, or termination does not relieve your obligation to pay amounts due and owing to Company.
If you do not amend your subscription to another subscription, upon terminating your Subscription Agreement or any User Account you have with us you will immediately lose all access to the relevant subscriptions, products, or services and any data or information stored within your User Account or associated with the cancelled Subscription Agreement.
If you upgrade or downgrade your Subscription Agreement, your credit card or other payment provider as indicated in your User Account information may be immediately charged for the new subscription fees as stated in your new Subscription Agreement. Any downgrading of your subscription becomes effective at the end of your then-current subscription term, and may cause the loss of User Account content, features, or capacity. Company disclaims liability for any such loss.
Upon suspension or termination for any reason, Company will cease providing the suspended or terminated Services; Company shall delete or confirm you have deleted all copies of any relevant Company software or data from your web page(s) or computers; any outstanding balance you owe to Company will become immediately due and payable and any collection expenses incurred will be included in the amount owed; you will not be entitled to any refunds of any subscription fees or any other fees, unless expressly agreed by Company; and all of your historical report data will no longer be available to you through Company. Refunds are not granted after seven (7) days after the start of your Subscription Agreement, or at any time if any coupon or discount has been applied or if you have participated in the Free Trial option. You understand and acknowledge that, unless and until all Company software and data is deleted from your web page, computers, or User Account, we may continue to track data on an automated basis. Upon termination, you agree to discontinue all use of the Services, and to delete any Confidential Information (as defined herein) in your systems within one hundred eighty (180) days after the effective date of termination. Company may terminate or suspend your access to use the Site, and to block or prevent your future access to and use of the Site, without prior notice or liability, if you breach this Agreement, or for any other reason.
17. Equitable Relief
You agree that Company has expended significant monetary resources to develop, maintain, and host the Site, and that monetary damages would be inadequate to compensate Company for any violation of these Terms. Accordingly, you agree and acknowledge that any such violation or threatened violation will cause irreparable injury to Company and that, in addition to any other remedies that may be available, at law, in equity, or otherwise, Company will be entitled to obtain injunctive relief against the actual or threatened violation of these Terms without the necessity of posting a bond or proving actual damages to Company.
18. Electronic Communications
By accessing the Site and submitting to us your contact information, you consent to receiving electronic communications from us. Such communications may include notices about your User Account and information concerning or relating to the Site. You agree that any electronic notices, signatures, acknowledgements, transfers, agreements, disclosures, or other communications will satisfy any legal communication requirements, including any requirements that such communications be in writing.
“Confidential Information” means any information disclosed to you by us, directly or indirectly, in writing, orally, or by inspection of tangible objects. Confidential Information does not include any information that you can demonstrate (a) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us; (b) became publicly known and made generally available after disclosure to you by us through no action or inaction of you; or (c) was in the possession of you, without confidentiality restrictions, at the time of disclosure by us, as shown by your files and records. You agree to not use any Confidential Information for any purpose except as permitted by these Terms and any applicable Subscription Agreement you have with us.
You will not disclose, make accessible, or communicate any Confidential Information to third parties, and you agree to limit access to Confidential Information to those of your employees and contractors who need that access for purposes consistent with these Terms and any applicable Subscription Agreement you have with us, and who have signed confidentiality agreements with you containing protections no less stringent than those herein. You will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody our Confidential Information and that are provided to you in accordance with these Terms and any applicable Subscription Agreement you have with us. You will use your best efforts to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, you will take at least those measures that you take to protect your own most highly confidential information. You will reproduce our proprietary rights notices on all copies made containing any Confidential Information or as directed by Company. You will immediately notify us in the event of any unauthorized use or disclosure of the Confidential Information.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.
All documents and other tangible objects containing or representing Confidential Information and all copies of them will be and remain the property of Company. Upon our request, you will (a) promptly deliver to us all Confidential Information, without retaining any copies, and (b) promptly destroy analyses, studies, and other documents prepared based on the Confidential Information, without retaining copies. Nothing in this Agreement is intended to grant any rights to you under any patent, copyright, or other intellectual property right of Company, nor will this Agreement grant you any rights in or to the Confidential Information, except as expressly set forth in this Agreement.
Your obligations regarding Confidential Information will survive until all Confidential Information becomes publicly known and made generally available through no action or inaction of you. You acknowledge that any breach or threatened breach of these Terms regarding Confidential Information would cause irreparable harm to us, and in addition to any other remedies at law or in equity that we may have, we are entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. You agree to indemnify and hold us harmless from any damage, loss, cost, or liability (including reasonable attorney fees) arising or resulting from any unauthorized use or disclosure of the Confidential Information by you or any of your employees.
You may disclose Confidential Information to the extent compelled by law to do so, provided you give us prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the our cost, if we wish to contest the disclosure.
20. Legal Indemnification
You agree, at your sole expense, to defend, indemnify, and hold us, our independent contractors, service providers, and consultants, and their respective directors, employees, and agents, harmless from and against any and all actual or threatened suits, actions, legal proceedings, judgments, and any other legal claims, damage awards, or other compulsory payment or performance of any kind arising out of, resulting from, attributable to or in any way incidental to: (a) your access to or use of the Site and/or the Site Materials; (b) your conduct; (c) your violation of these Terms; (d) your violation of the rights of any third party; and (e) any User Content posted by you. Company is not liable for any loss or damage that results from your failure to comply with your obligations in these Terms or from unauthorized access to or use of your User Account or subscription.
We will, at our election, either defend you from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against you alleging that your use of the portion of the Site provided by us infringe or misappropriate any patent, copyright, trade secret, or trademark, right of any third party, and indemnify you from all damages, costs, and attorneys’ fees finally awarded in any such Claim or paid to any third party to settle any such Claim, subject to the following limitations: Our obligation under this section is contingent on your giving us prompt written notice of the Claim; your granting us full and complete control over the defense and settlement of the Claim; and your providing assistance in connection with the defense and settlement of the Claim as we may reasonably request. You will not defend or settle any Claim eligible for indemnification under this section without our prior written consent. Our obligation to indemnify, defend, or settle under this section is obviated should you alter the Site or any Site Materials, or use such contrary to these Terms or the terms of your Subscription Agreement, if you use a version of such that has been superseded, if the Claim could have been avoided by using an unaltered current version of the Site or Site Materials provided to you, or if you continue to use relevant portions of the Site or Site Materials after the end of your license. Further, Company shall not indemnify you to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by us, for any portion of a Claim that is based upon the combination of the Site or Site Materials with any products or services not provided by Company, for infringement or a Claim caused by your actions against any third party if the Site or Site Materials as delivered to you and used in accordance with the Terms or your Subscription Agreement would not otherwise infringe or violate any third party rights, or for any Claims known to you at the time licensed rights are obtained.
If you are enjoined or otherwise prohibited from using the Site or a portion thereof based on an allegation that the Site violate any third party intellectual property right (including a Claim), or if we reasonably determine that such prohibition is likely, then we will, at our option: (a) obtain for you the right to use the allegedly infringing portions of the Site; (b) modify the allegedly infringing portions of the Site so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Site with non- infringing items of substantially similar functionality. If we determine that the foregoing remedies are not commercially reasonable, then we may terminate the impacted Subscription Agreement, or portion thereof, and will promptly provide a prorated refund to you for any prepaid fees received by us for any services properly engaged that have not yet been performed at the time of termination. However, we will have no obligation for any infringement or misappropriation to the extent that it arises out of or is based upon use of the Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; any aspects of the Site that are provided to comply with designs, requirements, or specifications required by or provided by you, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; use of the Site by you for purposes not intended or outside the scope of the license granted to you; your failure to use the Site in accordance with written instructions provided by us, if the infringement or misappropriation would not have occurred but for such failure; or any modification of the Site not made or authorized in writing by us where such infringement or misappropriation would not have occurred absent such modification.
This section states Company’s liability, and your sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Site.
21. Professional Advice Disclaimer
The material on the Site is provided for educational purposes only, and is not to be used for medical advice, diagnosis, or treatment. Use of the Site is subject to our Terms.
THE SITE OFFERS HEALTH, FITNESS, AND NUTRITIONAL INFORMATION AND IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL OR HEALTH-RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR VIEWED ON THE SITE. THE USE OF ANY INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY OF OUR SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH-CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS, OR ADVICE.
THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND COMPANY MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS, OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS, AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE SITE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
22. Warranties Disclaimed
THE SITE, THE SITE MATERIALS, AND ALL USER CONTENT, OTHER SUBMISSIONS, AND OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE IN CONNECTION WITH THE SITE AND THE SITE MATERIALS ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. COMPANY AND OUR LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPANY AND OUR LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, COMPATIBILITY, AND PERFORMANCE OF THE SITE, THE SITE MATERIALS, AND THE USER CONTENT. COMPANY AND OUR LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR IN CONNECTION WITH THE SITE OR RECEIVED THROUGH ANY LINKS DISPLAYED ON THE SITE OR ANY USER CONTENT, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS DISPLAYED ON THE SITE OR ANY USER CONTENT.
YOU AGREE THAT YOUR ACCESS TO OR USE OF THE SITE, THE SITE MATERIALS, AND ALL USER CONTENT SHALL BE AT YOUR SOLE RISK.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE ACCESS TO OR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT, AT YOUR OWN DISCRETION AND RISK. COMPANY DOES NOT WARRANT THAT THE SITE, THE SITE MATERIALS, OR ANY USER CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR THAT THE SITE OR THE SERVER THAT MAKES SUCH CONTENT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN SUCH EVENT, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCESS TO OR USE OR THE RESULTS OF THE ACCESS TO OR USE OF THE SITE, THE SITE MATERIALS, OR ANY USER CONTENT. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST COMPANY, ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO THE SITE, GOODS OR SERVICES PROVDED BY US, THE SITE MATERIALS, AND THE USER CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTIES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION).
23. Limitation of Liability
COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS ASSUME NO LIABILITY OR RESPONSIBILITY FOR, AND IN NO EVENT, INCLUDING NEGLIGENCE, SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM, ANY:
- PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, THE SITE MATERIALS, OR ANY USER CONTENT;
- UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
- INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE;
- BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE, OR SITES LINKED TO BY THIS SITE, BY ANY THIRD PARTY; AND/OR
- ERRORS OR OMISSIONS IN ANY CONTENT MADE AVAILABLE BY COMPANY OR OUR USERS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY EXCEED $100.00. THIS ALLOCATION OF RISK UNDER THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS SHALL BE SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS SET FORTH IN THESE TERMS. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
EXCEPT FOR LIABILITY ARISING OUT OF COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY APPLICABLE SUBSCRIPTION AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY UNDER THE APPLICABLE SUBSCRIPTION AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN YOU AND COMPANY. THIS ALLOCATION IS REFLECTED IN PRICING OFFERED BY COMPANY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Except for actions for nonpayment or breach of proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either you or Company more than one (1) year after the cause of action has accrued.
You agree that we may, without any limitation whatsoever: (a) investigate any suspected breaches of the security of the Site or our information technology or other systems or networks; (b) investigate any suspected breaches of the Terms; (c) involve and cooperate with law enforcement authorities in investigating any such matters; (d) prosecute violators of the Terms to the full extent of the law; (e) delete or modify any materials on or available via the Site, including any materials you may submit; and (f) discontinue the Site or terminate your access to it at any time, without notice, for any reason and without any obligation to you whatsoever.
25. Governing Law and Applicable Venue
These Terms and your use of the Site will be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be entirely performed within the State of Florida, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms or your access to or use of the Site will be filed only in the state and federal courts located in Florida and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms and/or your access to or use of the Site.
Recognizing the global nature of the internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the U.S. or in the country in which you operate or reside and to comply with any other local laws affecting the Site.
26. Copyright Issues
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, access to the Site for users who we have deemed, in our sole discretion, to be repeat infringers. We may also, at our sole discretion, limit and/or terminate access to the Site for any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Additionally, we reserve the right to limit access to the Site for any users for reasons of our own discretion, that we are not obligated to reveal, at any time.
If you believe that anything on our Site infringes upon any copyright you own or control you may file a notification of such infringement with our Designated Agent as set forth below.
- Name of Agent Designated to receive notification of claimed infringement: Compliance Officer
- Full address of Designated Agent to which notification should be sent: FitnessAtYourDoor Inc., 606 Anderson Circle, #202, Deerfield Beach, FL 33441
- Contact Us Form
- E-Mail Address of Designated Agent: [email protected].
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages including but not limited to costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
27. Additional Terms and Provisions
Relationship of the Parties. The relationship between Company and you is not one of a legal partnership relationship, but is one of independent contractors. No agency, partnership, joint venture, employment, or franchise relationship is intended or created by this Agreement. Nothing in these Terms or in any applicable Subscription Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of these Terms or any applicable Subscription Agreement.
Access. You are responsible for: (a) making all arrangements necessary for you to have access to the Site (e.g., providing your own equipment and Internet connection and paying any Internet access fees) and (b) ensuring that all persons who access the Site through your Internet connection are aware of the provisions of these Terms and comply with them.
Local Laws. Company makes no representation that content or materials in the Site are appropriate or available for use in jurisdictions outside the United States. Access to the Site from jurisdictions where such access is illegal is prohibited. If you choose to access the Site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. Company is not responsible for any violation of law. You agree that the Site, any Subscription Agreement, and these Terms shall be interpreted and governed in accordance with federal law and, to the extent not preempted by federal law, with the laws of the state where Company maintains your User Account, or, if Company transfers your User Account to another location, where Company currently maintains your User Account. The Site shall be deemed a passive website and service that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than the states covered by the preceding sentence. You agree and hereby submit to the exclusive personal jurisdiction of the state and federal courts located where Company maintains your User Account, or, if Company transfers your User Account to another location, where Company currently maintains your User Account. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).
Compliance with Laws. We will strive to comply with all U.S. state and federal laws in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request. You will comply with all laws in your use of the Site, including any applicable export laws.
Headings. The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of these Terms. Survival. In addition to those provisions identified in the Terms to survive termination, all provisions of the Agreement which, by their nature, are intended to survive its termination or expiration, shall survive its termination or expiration.
Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Notice. Any notice required or permitted to be given in accordance with these Terms will be effective if it is in writing and sent by fax, e-mail, U.S. mail, or insured courier, return receipt requested, to the appropriate party using the contact information noted in these Terms or in the Subscription Agreement between the parties. Either you or we may change its address for receipt of notice by notice to the other in accordance with these Terms. Notices are deemed given two (2) business days following the date of mailing or one (1) business day following delivery to a courier or sending an email or fax.
Force Majeure. A party will not be liable to the other should its performance under these Terms or any Subscription Agreement be prevented, restricted, or interfered with by circumstances or events beyond its reasonable control (“Force Majeure Event”), provided that the affected party uses its best efforts to resume performance promptly at the end of the Force Majeure Event.
Assignment. You will not assign or transfer any of your rights hereto or your Subscription Agreement without our prior written consent. We may assign our rights or obligations to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law, or to any third party we choose without your consent.
Entire Agreement. These Terms, including all Policies, constitute the entire agreement between Company and you concerning the Site. These Terms supersede any and all prior agreements or communications between Company and you concerning the subject matter of these Terms.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into these Terms and any applicable Subscription Agreement and that such are binding upon such party and enforceable in accordance with its terms.
28. Questions and Contact Information
Questions, comments, and any other correspondence regarding our site may be directed to us at the email address [email protected].
- Name: Compliance Officer
- Address: FitnessAtYourDoor Inc., 606 Anderson Circle, #202, Deerfield Beach, FL 33441
- Contact Us Form
- E-Mail Address of Designated Agent: [email protected].
Last Updated April 6, 2020
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made as of the date of signature applied and submitted (the “Effective Date”), by and between TRAINER (the “Employment”) and Health Professional Connect Inc. otherwise known as Fitness at Your Door, known as “FAD”.
The Company desires to engage the Contractor to provide certain management services in connection with the Company’s FAD training location and the Contractor desires to provide such sales & sales management services on the terms and conditions set forth in this Agreement.
The Company and the Employment agree as follows:
1. Engagement; Title. The Company agrees to engage the Employment and the Employment agrees to become a contractor of the Company on the terms and conditions set forth in this Agreement. The Contractor’s title shall be FAD Trainer.
2. Capacity and Duties.
(a) The Contractor shall perform the duties and have the responsibilities as directed by the Company from time to time including, but not limited to, business development; marketing; implementing sales procedures, sales policies, sales programs and other directives from the Company and its franchisor; training personnel; developing and maintaining sales personnel schedules; sales management and oversight; membership management and communications, writing training program for client, recording client or yourself, virtual & online training, & maintain client safety.
(b) The Contractor shall devote their business time, skill, energy, business judgment, knowledge and best efforts for the Company in the advancement of the best interests of the Company and the performance of the Services.
(c) The Contractor shall comply with all policies, standards, and regulations of the Company as they are established from time-to time and shall perform his duties in accordance with the laws, rules, and regulations of the State of Florida and the United States.
3. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with Section 5 (such period of time referred to herein as “Term”)
4. Compensation. As compensation for performing the Services, during the Term the Company shall pay to Employment:
Trainer shall receive 80% of sale price for every product and/or service sold on the FitnessAtYourDoor platform.
*Subject to increase early advancement on peak performance.
Termination. The Employment’s engagement with the Company may be terminated (i) by the Company at any time, for any reason or no reason whatsoever, with or without cause and (ii) by the Employment at any time, for any reason or no reason whatsoever, upon written notice to the contractor. Except for those provisions of this Agreement which are intended to survive its termination, including, without limitation, Sections 7 and 8, this Agreement shall terminate upon any such termination of the Employment’s engagement with the Company.
(c) The Contractor acknowledges that the Contractor shall be responsible for the payment of all taxes relating to the compensation received by the Contractor pursuant to this Agreement and shall indemnify and hold the Company harmless from and against any losses, costs, liabilities or expenses incurred by the Company in connection with the Contractor’s failure to pay any taxes relating to the Compensation. The contractor will be eligible to partake in the benefit program once offered by the company.
5. Nonsolicitation / Non Competition.
(a) The Employment agrees that at all times during the Term and for a period of two (2) years thereafter, he will not, without the Company’s prior written consent, on behalf of any individual, partnership, corporation, association, limited liability company, or entity that provides services competitive with the Company’s business within fifty (50) miles of the Company’s studio location, which competitive services include, but are limited to, group fitness classes or services, high intensity interval training classes or services, and boutique fitness services (a “Competitive Business”), solicit, directly or indirectly, the business of any person who was a client or customer of the Company during the Term.
(b) The Contractor further agrees that at all times during the Term and for a period of two (2) years thereafter, he will not, without the Company’s prior written consent, (i)
2 serve as a partner, employee, consultant, employment, officer, director, manager, agent, associate, or otherwise work for a Competitive Business or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, any competitive business.
- c) If in any judicial proceeding, a court shall refuse to enforce this rule Section 8 or any other restrictive covenant in this Agreement, whether because the time limit is too long or because the restrictions contained in this Section 7 or in such other covenant are more extensive (whether as to geographic area, scope of business or otherwise) than is necessary to protect the business or goodwill of the Company, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit the greatest restriction possible to be enforced in such proceedings
(d) If the Company or its successors in interest shall successfully make application to a court of competent jurisdiction for injunctive relief to enforce the provisions of this Section 8, then the period of time from the time of breach until the date on which the court grants injunctive relief shall be added to the duration of the non competition restriction.
(e) The Contractor covenants and agrees that if she shall violate any of the provisions herein, the Company shall be entitled, in addition to any other appropriate relief, to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that the Employment directly or indirectly has realized and/or may realize as a result of, or growing out of, or in connection with, any such violation. Be aware a shopper will periodically evaluating your services. These remedies shall be in addition to, and not in limitation of, injunctive relief or other rights or remedies to which the Company is or may be entitled at law or in equity under this Agreement.
6. Confidential Information.
(a) The Employment agrees that at all times both during the term of this Agreement and for a period of five (5) years thereafter, the Contractor shall not (except as required in the course of the Contractor’s engagement with the Company) (i) communicate or divulge any Confidential Information to any third party, or (ii) use any Confidential Information for the benefit of himself or any other person or entity without the express written consent of the Company. Notwithstanding the foregoing, the obligations of Company imposed under this Section 8 with respect to trade secrets shall continue forever. For purposes of this Agreement, the term “Confidential Information” shall mean any and all knowledge, data or information of, about or relating to the Company or its customers, regardless of whether or not specifically marked as “confidential,” or any other information that the Company shall, in the ordinary course of business, possess or use and not release externally without restriction on use or disclosure. By way of illustration but not limitation, Confidential Information includes trade secrets, inventions, innovations, processes, methods, procedures, strategies, data, techniques, plans, budgets, financial information, and customer information. Notwithstanding the foregoing, it is understood that, except as otherwise provided in any other agreement, at all such times, Contractor is free to use information which is generally known in, or available to, the trade or industry, and information which is not gained as a result of a breach of this Agreement.
(b) In recognition of the unique services to be performed by Contractor and the possibility that any violation by Contractor of this Section 8 may cause irreparable or indeterminate damage or injury to Company, Contractor expressly stipulates that the Company is entitled to obtain an injunction from any court of competent jurisdiction restraining any violation
or threatened violation of this Agreement. Such right to an injunction shall be in addition to, and not in limitation of, any other rights or remedies the Company may have for damages.
7. Representation by the Employment. Contractor hereby represents and warrants that the execution of this Agreement and the performance of his duties and obligations hereunder will not breach or be in conflict with any other agreement to which the Contractor is a party or by which the Contractor is bound, and that Contractor is not now subject to any covenant against competition or similar covenant which would affect the performance of his duties under this Agreement, irrespective of Contractor’s belief that such agreement or covenant is unenforceable.
8. Assignment. This Agreement is personal and shall in no way be subject to assignment by the Contractor. It shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, and its economic rights and benefits shall inure to the benefit of the Contractor or her heirs and duly constituted legal representatives.
9. Severability. If any covenant, condition, term, or provision contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by judgment, order, or decree of any court or other judicial tribunal of competent jurisdiction, from which judgment, order, or decree no further appeal or petition for review is available, such covenant, condition, term, or provision shall be severed from this Agreement, and the validity of the remaining covenants, conditions, terms, and provisions contained in this Agreement, and the validity of the remaining part of any term or provision held to be partially invalid, illegal, or unenforceable, shall in no way be affected, prejudiced, or disturbed thereby.
10.Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties in relation to the subject matter of such agreements and there are no promises, representations, conditions, provisions or terms related to those agreements other than those set forth in this Agreement. This Agreement supersedes all previous understandings, agreements, and representations, written or oral, between the Company and the Contractor regarding the Contractor’s engagement with the Company.
11. Governing Law; Jurisdiction; Venue. This Agreement shall be construed under, and governed by, the laws of the State of Florida. The parties agree that the exclusive venue for any litigation, proceeding, claim or controversy that arises out of or relates to the Contractor’s engagement, this Agreement, or the breach of this Agreement, will be in Palm Beach County, Florida. The parties each hereby submit to the jurisdiction at the state and federal courts in and for Palm Beach County, Florida.
12. Waiver, Amendment. No waiver by any party of any provision of this Agreement shall be deemed a waiver by such party of such provision in any other instance or a waiver of any other provision of this Agreement in any instance. This Agreement cannot be modified except in writing signed by the party to be charged.
13. CAVEAT. THIS AGREEMENT HAS BEEN PREPARED BY LEGAL COUNSEL TO THE COMPANY. CONTRACTOR IS ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE REVIEW OF THIS AGREEMENT.
EXECUTION OF THIS AGREEMENT BY CONTRACTOR SHALL MEAN THAT CONTRACTOR SOUGHT ADVICE FROM INDEPENDENT LEGAL COUNSEL OR DETERMINED THAT SUCH COUNSEL WAS NOT NECESSARY. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written