This Website Use Agreement (“Agreement”) is between you (“User”) and Body Coach Personal Training (“Company”). In consideration of the right to access and use the Company’s website bodycoachfitclub.com (“Website”), and the information offered on the Website, User agrees to the terms and conditions of use set forth in this Agreement. This Agreement applies to the products, the services and information currently offered by Company and any products, services, information or products that the Company may choose to offer in the future (unless stated otherwise).
1. Company’s Control Over Website.
(a) Company has the right, but not the obligation, to monitor the use of the Website and its content, and, except as otherwise provided under Section 3, Privacy, may freely use and disclose any information and materials received from the User or collected through User’s use of the Website for any lawful reason or purpose. Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request. (b) Company reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website. Amendments to the Agreement will take effect immediately upon being posted to the Website, and User’s continued use of the Website constitutes User’s acceptance thereof. (c) Company may change, suspend or discontinue any aspect of the Website at any time, including, but not limited to, content, services offered, products offered, database, hours of availability, and equipment needed for access or use. Company may also impose limits on certain features and services or restrict User’s access to parts or all of the Website without notice or liability.
2. Intellectual Property Rights.
(a) The Website is protected by copyright under United States copyright laws, international conventions, and other copyright laws. The logo, slogans, and other distinctive designs are owned by Company or its licensors and are protected by the state, national, and international laws of trademark, trade dress, and unfair competition. All materials contained within the Website (the “Content”) are protected by copyright and are owned or controlled by Company or the party credited as the provider thereof. User will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website. (b) User may download, make copies of, or otherwise reproduce the Content and other downloadable items displayed on the Website for personal, noncommercial use only, provided that User maintains all copyright and other notices contained in such Content. Copying, otherwise reproducing, or storing of any Content for other than User’s personal, noncommercial use is expressly prohibited without the prior written consent of the Company or the copyright holder identified in the Content’s copyright notice. (c) By uploading files, inputting data or engaging in any other form of communication (individually or collectively, “Communications”) to the Website, User hereby grants to Company a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such Communications, subject to Section 3, Privacy, in all media now known or hereafter developed. User hereby waives all rights to any claim against the Company for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.
4. User’s Covenants.
(a) User represents, warrants and covenants that User shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which: restrict or inhibit any other user from using and enjoying the Website, are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, invasive of another’s privacy, hateful, tortious or indecent, constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, violate, plagiarize, or infringe the rights of third parties, including, but not limited to, copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights, contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, contain any information, software or other material of a commercial nature, contain advertising of any kind, constitute or contain false or misleading indications of origin or statements of fact, or would harm minors in any way. (b) User further promises not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website. User may not take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure (e.g., the sending of mass e-mail or junk mail, known as “Spamming”). User may not link to the Website in any manner that would bypass Company’s home page. User may not “frame” the Website or any portion thereof.
5. User’s Acknowledgments.
Company does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website. Further, by using the Website and the products and/or services Company offers, User may have access to third parties and other websites. Access to such parties and websites does not constitute an endorsement by Company or any of its subsidiaries or affiliates of third parties, or the resources, products or services offered by them. Company makes no guarantees or warranties of any kind as to such third parties or their products or services, or any information found on the Internet that User may access through use of the Website.
7. Disclaimer of Warranty.
8. Limitation of Liability.
THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE WEBSITE, RESULTING FROM ANY INFORMATION, GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE , RESULTING FROM LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES EXCEED AMOUNTS, IF ANY, PAID BY USER TO COMPANY.
User agrees to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from User’s use of the Website, User’s violation of the terms of the Agreement or User’s infringement, or infringement by any other user of any intellectual property or other right of any person or entity. The terms of this Agreement will inure to the benefit of the Company’s successors, assigns and licensees. User covenants to cooperate fully in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any event settle any matter without the written consent of the Company.
Except as explicitly stated otherwise, any notices shall be given by e-mail to firstname.lastname@example.org (in the case of Company) or to the e-mail address User provided to Company during User’s use of the Website (in the case of User), or such other address as either party may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid.
11. Term; Termination.
The term of this Agreement shall commence when the User first visits the Website and shall apply to all of User’s subsequent visits. The Company may, with or without cause, immediately terminate this Agreement, and deny User access to the Website. Without limiting the foregoing, Company has the right to immediately terminate User’s right to access the Website in the event that User breaches this agreement or engages in conduct that Company, in its sole discretion, considers unacceptable. If this Agreement is terminated, User will no longer be authorized to access the contents of the Website. In the event of termination, the restrictions imposed on User with respect to material downloaded, copied or otherwise reproduced from the Website, the disclaimers and limitations of liabilities and indemnification set forth in this Agreement, shall survive.
Any violation of the terms of this Agreement constitutes a breach. Company may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate User’s right to access the Website if User breaches this Agreement or if the Company is unable to verify or authenticate any information User has provided. Company’s failure to act with respect to a breach by User or others does not constitute a waiver of Company’s right to act with respect to subsequent or similar breaches. Without limiting any other rights Company has, User understands and acknowledges that Company, in its sole discretion, may pursue legal and/or equitable relief against User if User breaches or threatens to breach this Agreement.
13. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to the User’s Agreement shall be in the federal and state courts located in Florida.
This Agreement constitutes the entire understanding between Company and User with respect to User’s use of the Website. Any cause of action User may have with respect to the use of the Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. The headings contained in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. User may not assign this Agreement.