This End User Agreement (“Agreement”) is a binding agreement between you (“User” or “you”) and teamup.fitness (“Company”). This Agreement governs your use of the teamup.fitness software application as provided through mobile devices and through other communication channels (including all related documentation, the “Application”). This Agreement also governs your use and access to various Services which may be made available to you in connection with using and accessing the Application.
BY CLICKING THE “AGREE” BUTTON THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “AGREE” BUTTON AND DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION.
1. Description of Services. The Company offers various “Services” to help its users plan, discuss, and conduct activities that promote physical fitness and healthy lifestyles. The Services the Company may offer through the Application include, among others:
(a) Enabling individuals who are seeking physical fitness services ("Fitness Seekers") to find other Users who provide fitness related services, such as trainers, fitness instructors, dance instructors, nutritionist, dietitians, gymnasiums, studios, weight rooms, sports venues, health and fitness facilities, etc. (“Fitness Service Providers”).
(b) Providing a social platform designed for Fitness Seekers to connect and communicate with other Fitness Seekers and to see in real-time who is working out and where, to see current events on feeds, to post comments, to engage in fitness challenges, and to share motivational content, among other social activities.
(c) Providing a forum for Fitness Seekers and Fitness Service Providers to post fitness-related content including specialties, background, accomplishments, client lists, and video stories, pictures, comparison photographs, and other images of fitness-related activity.
(d) Providing access to a wide variety of “Content” which includes communications, images, sounds, videos, advertising and marketing information, and all the material, data, and information that Users upload or transmit through the Application or in association with the Services, including without limitation any content, messages, photos, audios, videos, reviews or profiles that Users may publish, display, or post.
2. Limitations of Company Services. Through the Application, the Company provides access to a wide variety of Services to help Users find, coordinate, and communicate about fitness-related activity. However, the Company does not employ any Fitness Service Providers. The Fitness Service Providers are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax, and minimum wage laws). The Company does not have control over the quality, timing, or legality of the services actually delivered by Fitness Service Providers, or of the integrity, responsibility or actions of Fitness Seekers or Fitness Service Providers. The Company does not refer or recommend Fitness Seekers or Fitness Service Providers, nor make any representations about the suitability, reliability, timeliness, or accuracy of the Services provided through the Application, or the integrity, responsibility or actions of users of the Application, whether in public, private or offline interactions. Each User operates independently of the Company and is not under our control. Accordingly, the Company cannot assume responsibility for the conduct of, or quality of the services provided by, Fitness Service Providers and other Users. Any issues concerning Fitness Service Providers, or their services must be resolved directly with the Fitness Service Providers themselves.
Content made accessible through the Application is primarily generated by Users, and we do not control or vet User-generated Content for accuracy. The Company does not assume any responsibility for the accuracy or reliability of any information or Content provided by Fitness Seekers or Fitness Service Providers either through the Application or independently of the Application. We may offer certain Users the opportunity to register through the Application by verifying certain information such as e-mail addresses or phone numbers. If we indicate that a User has verified certain information, it means that the User has complied with the process we have established for verifying such information. However, we do not guarantee, nor do we represent or warrant as to, the accuracy of such information.
The Company is not responsible for the conduct, whether through the Application or otherwise, of any Fitness Seeker, Fitness Service Provider, or other User of the Application or the Services. Moreover, the Company does not assume and expressly disclaims any liability that may result from the use of Content or other information provided through the Application. All Users hereby expressly agree not to hold the Company (or its officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, hereinafter "Affiliates") liable for the actions or inactions of any Fitness Seeker, Fitness Service Provider, or other third party or for any Content, information, instruction, advice or Services which originated through the Application. The Company and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom. Users are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate Fitness Seeker or Fitness Service Provider.
3. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and,
4. License Restrictions. As a User under this Agreement, you shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
5. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Eligibility to Use the Application and Services. By requesting to use, registering to use, and/or using the Application or the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of its terms and conditions. You also represent and warrant that you meet the following eligibility criteria:
(a) The Services are available only to individuals who are eighteen (18) years of age or older. If you do not meet this age requirement, do not register to use the Application or the Services.
(b) The Content and Services are provided for access and use through the Application only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local rules, regulations, and laws.
(c) Neither you nor any member of your household may have ever been (i) the subject of a complaint, restraining order or any other legal action involving, arrested for, charged with, or convicted of any felony, any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others, dishonesty, negligence or drugs, or (ii) registered, or currently required to register, as a sex offender with any government entity.
(d) You must not be a competitor of the Company nor use any Services or Content for reasons that compete with the Company’s business.
7. Rules for User Conduct and Use of Application. By posting any Content while using the Application, you agree, represent and warrant as follows:
(a) You are responsible for providing accurate, current and complete information in connection with your registration for use of the Application.
(b) You will register your account in your own legal name.
(c) Unless otherwise permitted by the Company, all Content you post will be in English as the Application generally is not supported in any other languages.
(d) You are solely responsible for any Content that you post or transmit to other Users through the Application. You agree not to post through the Application, or transmit to other Users, any Content which is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, defamatory, racially offensive, or illegal, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You agree not to advocate, promote or assist any unlawful act through the Application such as, and by way of example only, copyright infringement or computer misuse, and not to give the impression that any Content emanates from the Company where this is not the case. You will not provide inaccurate, misleading, defamatory or false information to the Company or to any other User of the Application, and all opinions stated by you as part of the Content must be genuinely held. Without limiting the foregoing, you represent and warrant to us that you have the right and authority to post all information you post about yourself or others.
(e) You understand and agree that the Company may, in its sole discretion, review, edit, and delete any Content, in each case in whole or in part, that in the sole judgment of Company violates this Agreement, or which the Company determines in its sole discretion might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users of the Application or others.
(f) You have the right, and hereby grant, to Company, its Affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, transferable, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute your Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your Content by Company will not infringe or violate the rights of any third party.
(g) Your use of the Application and Services, including but not limited to the Content you post on the Application, must be in accordance with any and all applicable laws and regulations.
(h) The Company is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by Users of the Application.
(i) The Company welcomes your feedback and questions about the Application and the Services. However, you agree that any comments, ideas, messages, questions, suggestions, or other communications you share with Company through any channel (including, without limitation, the Application, e-mail, telephone, surveys, and/or social media accounts) shall be and remain the exclusive property of the Company, and we may use all such communications, all without notice to, consent from, or compensation to you.
(j) Opinions, advice, statements, offers, or other information or Content made available on the Application or through the Application, but not directly by Company, are those of their respective authors. Such authors are solely responsible for such Content. Company does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Application, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Application. Under no circumstances will Company or its Affiliates be responsible for any loss or damage resulting from: (a) your reliance on information or other content posted on the Application or transmitted to or by any User of the Application; or (b) reviews or comments made about you on the Application by other Users.
(k) You agree that Company has no obligation to remove any reviews or other information posted on the Application about you or any other person or entity. If you disagree with a review, you may post one rebuttal to the review, provided your rebuttal complies with this Agreement. You may not terminate your registration and re-register in order to prevent a review from being associated with your account. The author of a review can always removes or request removal of a review they have written.
(l) Company disclaims any liability whatsoever for any misstatements and/or misrepresentations made by any Users of the Application. Users hereby represent, understand and agree to hold Company harmless for any misstatements and/or misrepresentations made by or on behalf of Users on this Application or in any other venue.
(m) You may use your account only for yourself, and you are responsible for all activity on and use of your account. You may not assign or otherwise transfer your account to any other person, entity, or other User.
(n) You agree that you will not under any circumstances: (i) interfere or attempt to interfere with the proper functioning of the Application; (ii) make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; (iii) bypass any robot exclusion headers or other measures we take to restrict access to the Application or use any software, technology, or device to scrape, spider, or crawl the Application or harvest or manipulate data (whether manually or through automated means); nor (iv) publish or link to malicious content intended to damage or disrupt another user's browser or computer.
In order to protect Users from prohibited activity, Company reserves the right to take appropriate actions, including but not limited to restricting the volume of messages or Content a user may send in any predetermined time period to an amount which Company deems appropriate in its sole discretion. Should Company find that you violated the terms of this Agreement, Company reserves the right, at its sole discretion, to immediately terminate your use of the Application. By using the Application and/or Services, you agree that Company may assess, and you will be obligated to pay, $10,000 per each day that you: (i) maintain User information (including but not limited to, names, addresses, phone numbers, or email addresses) or copyrighted material that you scraped (either directly or indirectly in a manual or automatic manner) from the Application, or (ii) otherwise misuse or misappropriate Application Content, including but not limited to, use on a "mirrored", competitive, or third party site. This obligation shall be in addition to any other rights Company may have under this Agreement or applicable law. Furthermore, in order to protect the integrity of the Application and the Services provided, Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Application.
9. Third-Party Content. The Application may display, include, or make available third-party Content or provide links to third-party websites or services, including through third-party advertising (“Third-Party Content”). You acknowledge and agree that Company is not responsible for Third-Party Content, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Content. Third-Party Content and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
10. Links to External Sites. Links from the Application to external sites (including external sites that are framed by Company) or inclusion of advertisements and other third-party content do not constitute an endorsement by Company of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party Content but are for User reference and convenience. Users access them at their own risk. It is the responsibility of the User to evaluate the content and usefulness of the information obtained from other sites. You acknowledge that Company does not control such sites and is not responsible for their content.
11. Updates. Company may from time to time, and in its sole discretion, develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Application. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Application. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and subject to all terms and conditions of this Agreement.
12. Payment and Refund Policy. In order to utilize certain Company Services or product offerings, the user of such Services or product offerings must pay Company either a recurring subscription, one-time, or other fees. In addition, User is responsible for any state or local sales taxes associated with the Services or product offerings purchased.
12.1 Billing and Payment. If you sign up for a paid membership subscription, you agree to pay Company all subscription charges associated with the plan you subscribe to as described on the Application at the time you subscribe and provide your payment information. You also authorize Company, or a third-party payment processor that works on our behalf, to charge your chosen payment method according to the terms of the plan to which you subscribe. The subscription period and the amount and frequency of the charges will vary depending on the subscription plan you select. Company reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. To the extent you elect to purchase other Services or product offerings offered for a fee, you authorize Company to charge your chosen payment provider for the Services and/or products you purchase. You agree that if Company already has your credit card on file as a result of prior purchases you have made, we may charge that credit card for the additional Services/products you purchase.
12.2 Automatic Subscription Renewal and Cancellation. COMPANY PAID MEMBERSHIP SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL EQUIVALENT PERIOD AS THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU ON THE SITE WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. IF YOU SIGN UP FOR A PAYMENT PLAN THAT ALLOWS YOU TO BE CHARGED MONTHLY OVER THE SUBSCRIPTION PERIOD AND YOU DECIDE TO CANCEL YOUR SUBSCRIPTION DURING THE SUBSCRIPTION PERIOD, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL CONTINUE TO BE BILLED FOR THE SUBSCRIPTION ON A MONTHLY BASIS UNTIL ITS ORIGINALLY SCHEDULED EXPIRATION DATE. You may cancel your paid membership subscription at any time by following the instructions on your account settings page or contacting Company's customer service department. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires, but your payment method will be charged, and you will be required to pay, any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.
12.3 Free Trial Offers. Company may offer limited-time free trial subscriptions to certain users from time-to-time. Users who sign up for a Company Service on a free trial basis may have limited access to the Service and/or features of the Application. If a User signs up for a free trial subscription, and unless User cancels before the expiration of the free trial period, the User will be charged the price then in effect for a subscription to the Service, unless otherwise informed by Company at the time of original subscription. If a user does not want to continue with the Service after the expiration of the free trial period, the User must downgrade or cancel their subscription, and request a refund of the subscription fee within thirty (30) days of being charged the subscription fee for the Service. Upon cancellation, the User’s credit card will be refunded for the amount of the most recent subscription charge so long as User has not used the subscription after the expiration of the free trial period.
12.4 Refund Policy. Except as set forth in this Agreement, or as described on the Application at the time you make a purchase, all payments for services/products are non-refundable and there are no refunds or credits for unused or partially used services/products or service/product cancellations. Notwithstanding the foregoing, if you have a paid membership subscription that is automatically renewed, Company will refund the most recent charge to your credit card if: (i) you have not used your subscription during the current subscription renewal period and (ii) you downgrade or cancel your membership and request a refund of the most recent charge to your credit card within thirty (30) days of the most recent charge. Any such refunds will apply only to the most recent charge, regardless of how such refund request is made, for example, whether to Company or to your credit card company. In addition, Company reserves the right to immediately downgrade or cancel your membership after payment of your refund. Company does not provide refunds or credits under any other circumstances, unless it determines in its sole discretion that a refund or credit is warranted due to extenuating circumstances, such as a duplicate account.
13. Release of Liability for Conduct and Disputes. Company is not an employer of Fitness Service Providers. Fitness Seekers may seek the services of a Fitness Service Provider through the use of the Application or Services, and Fitness Service Providers may post profiles and submit proposals to Fitness Seekers regarding their services. In certain instances, the Company may provide Fitness Seekers with a customized list of potential individuals, companies and/or agencies to consider based on the information the Fitness Seeker provides regarding their fitness needs and preferences. However, if a Fitness Seeker agrees on the provision of services from an individual, company or agency identified through any of those Services, such agreement is solely between the Fitness Seeker and the Fitness Service Provider; the Company is not a party to any such agreement. By using this Application or the Services, you hereby represent, understand, and expressly agree to hold Company harmless for any claim or controversy that may arise out of the actions of or relationship between you and any Fitness Seeker, Fitness Service Provider, or other User of the Application. You agree to take reasonable precautions in all interactions with other Users of the Application, particularly if you decide to meet offline. In addition, you agree to visit the Company Safety Center at ____________________________ prior to using the Application and the Services for additional helpful information. By using the Application or the Services, you agree to report any alleged improprieties of any Users therein to Company immediately by notifying Company of the same via electronic correspondence at __________________________.
14. Disclaimers; Limitations; Waivers; Indemnification.
14.1 No Warranty. The information and materials contained on the Application, including text, graphics, information, links or other Content are provided on an "as is" and "as available" basis. COMPANY DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS CONTENT; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN COMPANY; (3) WARRANT THAT YOUR USE OF THE APPLICATION OR SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE APPLICATION OR SERVICES WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.
IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USER OF THE APPLICATION TO PROVIDE SERVICES AS A FITNESS SERVICE PROVIDER.
14.2 Assumption of Risk. You assume all risk when using the Application and the Services, including but not limited to all of the risks associated with any online or offline interactions with Users of the Application or the Services.
14.3 Limitation of Liability. In no event will Company be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Application or Services, including without limitation damages related to any information received from the Application or Services, removal of Content from the Application, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Application or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Company, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL COMPANY'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE APPLICATION, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID COMPANY FOR THE USE OF ANY SERVICES, THE AMOUNT OF $50.00. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE APPLICATION OR THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE APPLICATION OR SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE APPLICATION, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE APPLICATION OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
In addition, you acknowledge that any advice that may be posted on the Application is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Application. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
14.4 Indemnification. By agreeing to these terms, Users of the Application and Services agree to indemnify, defend and hold harmless Company and its Affiliates from and against any and all claims, losses, expenses or demands of liability, including reasonable attorneys' fees and costs incurred by Company and its Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Application, (ii) use of the Application or Services by you in violation of this Agreement or in violation of any applicable law, or (iii) any relationship or agreement formed with a Fitness Seeker or Fitness Service Provider using the Application or Services. Users further agree that they will cooperate as reasonably required in the defense of such claims. Company and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of Company. Users further agree to hold harmless Company and its Affiliates from any claim arising from a third party's use of information or materials of any kind that Users post to the Application.
15. Copyright Notices/Complaints. It is Company's policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act ("DMCA"). If you believe any Content or materials accessible on or from our Application infringe your copyright, you may request removal of those materials (or access thereto) from the Application by contacting Company's copyright agent (identified below) and providing the following information:
(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
(b) Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material.
(c) Your name, address, telephone number and (if available) e-mail address.
(d) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
(e) A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
(f) A signature or the electronic equivalent from the copyright holder or authorized representative.
Company's agent for copyright issues relating to this Application is as follows:
In an effort to protect the rights of copyright owners, Company maintains a policy for the termination, in appropriate circumstances, of Members and other users of this Application who are repeat infringers.
16. Contact Information. If you have any questions or need further information as to the Application or Services provided by Company, or need to notify Company as to any matters relating to the Application or Services please contact Company at:
17. Term and Termination.
(a) The term of Agreement commences when you click the “ACCEPT” button to acknowledge your acceptance of this Agreement and will continue in effect until terminated by you or Company as set forth in this “Term and Termination” section.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device, by deleting your registration through the Application, and by discontinuing all use of and access to the Application.
(c) Company reserves the right, in its sole discretion, to immediately terminate your access to all or part of the Company Application and/or Services, to remove your profile and/or any content posted by or about you from the Application, and/or to terminate your account with Company, with or without notice for any reason or no reason in its sole discretion, including without limitation if Company should determine that you are not eligible to use the Services, have violated any terms stated herein, are not suitable for participation as a registered User, have misused or misappropriated Application Content, including but not limited to use on a "mirrored," competitive, or third-party site.
(d) Upon termination, Company shall be under no obligation to provide you with a copy of any Content posted by or about you on the Application. If Company terminates your registration, Company has no obligation to notify you of the reason, if any, for your termination.
(e) Following any termination of any User’s use of the Application or the Services, Company reserves the right to send a notice thereof to others with whom Company believes the User has corresponded. Our decision to terminate an individual's registration and/or to notify other registered Users with whom we believe the individual has corresponded does not constitute and should not be interpreted or used as information bearing on, the individual's character, general reputation, personal characteristics, or mode of living.
18. Modification of Agreement. The terms of this Agreement are subject to change by Company at any time, subject to the following notification process. Company will notify you about material changes in the terms or conditions of this Agreement by sending a notice to the email address registered in your account, or by placing a prominent notice on our Application, so that you can choose whether to continue using the Application. Any use of the Application or the Services by you after the implementation date of the changes will constitute your acceptance of such changes.
19. Severability. If any provision of this Agreement is held to be illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect
20. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States in the courts of the Western District of Pennsylvania, or in the state courts of Pennsylvania, and in each case located in Pittsburgh, Pennsylvania and Allegheny County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
22. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
23. Purchases and Payment of Revenue. To access another User's content on TeamUp Fitness, you must first add a payment card to your account and then click the 'Purchase Locked Content Icon’ on that User's profile. All purchases are final and non-refundable.
If a User uploads content (an "Uploading User") then, subject to that User complying with these Terms, that User is entitled to a Percentage of the revenue generated by other Users who Purchased Locked Content to the uploading User's content. Payment will be made by or on behalf of TeamUp Fitness to the uploading User.
24. User Content. By creating and publishing User Content on TeamUp Fitness, you authorize your Fans to access and view (without downloading or copying) your User Content on TeamUp Fitness for their own lawful and personal use. You also represent, warrant and undertake that:
(A) you own, have a valid license to, or otherwise control all rights in and to your User Content;
(D) You grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
(E) You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
(F) You shall indemnify us, our licensees, successors, and assigns against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred arising out of or in connection with your User Content.
(G) We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Website.
(H) Upon signing up to TeamUp Fitness, you also agree to act as custodian of records for the content that you upload to TeamUp Fitness.
(I) Any questions regarding User Content can be addressed by emailing. email@example.com