TERMS OF SERVICE AGREEMENT
PLEASE READ AND REVIEW CAREFULLY BEFORE USING THE SITE
Welcome to Exercise Professional Education. Exercise Professional Education is provided by Exercise Professional Education, LLC, an Ohio limited liability company (“Company”).
Your use and access of Exercise Professional Education, including ExerciseProEd.com and all Company services and products (collectively, the “Site”) is governed by this Terms of Service Agreement (“Agreement”). Your use of the Site creates a binding legal agreement between you and Company. By using the Site, you agree to this Agreement. If you do not agree to this Agreement, do not use or access the Site.
1. Intellectual Property Rights and Site Content. All courses, content, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, and artwork (collectively, “Site Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel”, and arrangement of such Site Content, contained on the Site is owned, controlled, or licensed by or to Company and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws. You will not use any Site Content, trademarks, logos, and designs of Company, without the express written agreement of Company.
2. Payments. Fees and any other charges for the use of the Site and the courses and products available on the Site are as described on the Site and in United States Dollars. You state that if you are purchasing something from Company that (i) payment for any purchase is due at the time of ordering; (ii) any credit and billing information you supply is true and complete; (iii) charges incurred by you will be honored by your credit card company; (iv) you will pay the charges incurred by you at the posted prices, including any applicable taxes; (v) the purchase of any products on the Site is non-refundable; (vi) all purchases are in United States Dollars; and (vii) you are entitled to use the payment details that you provide.
3. Limited License to You. Company grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, listen to, and print the portions of the Site Content available to you on the Site for your personal use and purchase only. Such license is subject to this Agreement, and specifically conditioned upon your compliance with this Agreement, including without limitation, the restrictions and prohibitions set forth in Section 6. Except as expressly permitted above, any use of any portion of the Site Content without the prior written permission of Company is strictly prohibited and will terminate the license granted in this Section, this Agreement, and your Account with Company. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. The license in this Section is revocable by Company at any time.
4. Your License to Company. You state that you own all right, title, and interest in all of your content and material posted or submitted to the Site. You further state that such posting or submission of such content or materials does not violate or constitute infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or any other intellectual property right, or otherwise constitute a breach of any agreement with any other person or entity. By posting or submitting content or materials to the Site, including any feedback, suggestions, or ideas, you are granting Company a non-exclusive, royalty-free, perpetual, transferable, sublicensable, and worldwide license to use such content or materials, including, without limitation, the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, publish, reformat, and to otherwise incorporate such content and materials into a collective work. You further waive any and all moral rights in and to such content in favor of Company.
5. Changes to the Site. Company reserves the right, without notice to you, to change, modify, suspend, discontinue, or permanently terminate (i) your access to, or portions of, the Site; or (ii) operation of the Site. Company may modify this Agreement and its terms at any time. It is your responsibility to monitor this Agreement for changes. Your continued use of the Site following any changes to this Agreement will constitute your acceptance of the modified Agreement.
6. Prohibited Use.
(a) Illegal Use. You are strictly prohibited from using, promoting, or facilitating the Site for any illegal, harmful, fraudulent, infringing, or offensive use, or transmitting, storing, displaying, distributing, or otherwise making available content that is illegal, harmful, fraudulent, infringing, or offensive. You will not make any network connection to any users, hosts, or networks, unless you have express written permission to communicate with them.
(b) Transfer. Unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, exploitation (commercial or otherwise), or any other form of transfer of any portion of the Site, including but not limited to all Site Content, services, or products, is hereby expressly prohibited.
(c) Scrapping and Interference. Monitoring or crawling of the Site in any form is strictly prohibited. You will not use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic devices, programs, algorithms, or methodologies, or any similar or equivalent manual process to (i) access, acquire, copy, or monitor any portion of the Site; (ii) reproduce or circumvent the navigational structure or presentation of the Site; (iii) obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Site. You will not probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You will not reverse look-up or seek to trace any information on any other user of or visitor to the Site. You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Company’s systems or networks, or any systems or networks connected to the Site. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site, or with any other person’s use of the Site. You may link to the Site, provided you do so in a way that is fair and legal and does not damage Company’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Company’s part without Company’s express written consent. You will not use any trademarks, logos, and designs of Company, without the express written agreement of Company. You will not modify, merge, decompile, disassemble, translate, decode, or reverse engineer any portion of the Site.
(d) Unsolicited Spam and Messaging. You will not use the Site to send or generate unsolicited commercial email or bulk messages (spam). You will not use the Site to promote products or services, other than as approved by Company. Company may revoke any of your privileges or Site functionality aspects if you breach this Agreement.
(e) Content. You will not post, submit, or upload any content to the Site that Company, in its sole discretion, deems to:
(i) be defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; or
(ii) promote any sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
7. Registration; Security. Access to or use of certain portions and features of the Site may require you to create an account (“Account”). You state that all information provided by you is current, accurate, complete, and not misleading. You further state that you will maintain and update all information provided by you to ensure accuracy on a prompt, timely basis. You are entirely responsible for maintaining the confidentiality and security of your Account, including your password. Accounts are not transferrable; you are specifically prohibited form sharing your log-in information and password with any other person. You agree to promptly notify Company if you become aware or suspect any unauthorized use of your Account, including any unauthorized access or attempted access.
8. Third Party Hyperlinks. The Site may contain hyperlinks to other websites operated by parties other than Company, which are beyond Company’s control. Company does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of outside hyperlinks. Company does not assume any liability for the actions, product, or content of any of these and any other third parties. Company also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third-party sites and any links thereto.
9. Disclaimers and Limitations of Liability.
(a) Disclaimer of Warranties. THE SITE IS PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KINDS, EXPRESS OR IMPLIED, AS TO THE OPERATION, THE CONTENT ON THE SITE, OR AVAILABILITY OF THE SITE. ALL INFORMATION AND SITE CONTENT ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILTY, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. COMPANY IS NOT RESPONSIBLE FOR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOUR REMEDY AGAINST COMPANY FOR DISSATISFACTION WITH THE SITE OR ANY SITE CONTENT IS TO STOP USING THE SITE OR ANY SITE CONTENT. IN THE EVENT YOU PAID ANY FEES TO COMPANY, COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL BE LIMTIED TO THE FEES PAID TO COMPANY HEREUNDER FOR THE TWELVE (12) MONTHS PRECEEDING THE EVENT IN WHICH YOUR CLAIM FIRST AROSE, AND IN NO EVENT WILL COMPANY’S LIABILITY FOR ANY REASON EXCEED SUCH AMOUNT.
(b) Compliance. COMPANY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
(c) Data. You are solely responsible for retaining back-up copies of all data, information, and other content you provide to Company and submit to the Site.
(d) Special Damages. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SITE.
(e) No Class Action. COMPANY AND YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS BOTH COMPANY AND YOU AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
10. Indemnity. You agree that you will indemnify Company and its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates from and against all the liabilities, claims, damages, and expenses (including reasonable attorney fees and reasonable court costs) made against Company by any third party arising out of (i) your use of the Site; (ii) your breach or alleged breach of this Agreement; (iii) or your breach or alleged violation of any patent, copyright, trademark, proprietary, or other rights of any third party. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you agree to cooperate with Company’s defense of such claim(s).
11. Violations of this Agreement. Company may disclose any information, including your identity, if Company determines, in its sole discretion, that such disclosure is necessary, or such disclosure is required by applicable law. You agree that any violation by you of this Agreement may cause irreparable harm to Company, for which monetary damages would be inadequate, and you agree that Company, in its sole discretion, may obtain any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity. If Company does take any legal action against you as a result of your violation of this Agreement, Company will be entitled to recover from you, and you agree to pay, all reasonable attorney fees and costs of such action, in addition to any other relief granted to Company. You agree that Company will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of this Agreement.
12. Governing Law. This Agreement and your use of the Site, including all disputes arising hereunder, will be governed by the laws of the United States and by the laws of the State of Ohio, without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts of Franklin County, Ohio, and waive any objection to such jurisdiction or venue.
13. Age. As a condition of using the Site, you state that you are at least sixteen (16) years of age (“Minimum Age”). If any law requires you to be older for Company to provide access to the Site, then the Minimum Age is such older age.
14. Termination of Accounts. You or Company may terminate this Agreement and your use of the Site at any time, for any reason. Specifically, Company reserves the right to terminate your Account and your use of the Site without prior notice if Company believes in its sole discretion that you have violated or acted inconsistently with this Agreement. When your Account is terminated, Company may retain an archival copy of your Account information after termination however, Company does not guarantee that Company will do so. You hereby grant Company a non-exclusive, perpetual, irrevocable license to maintain such archival copy for Company’s internal business purposes. If you wish to terminate this Agreement, your use of the Site, and any Account you may have, simply email Company at the email listed below and stop using the Site. In the event either party terminates this Agreement and your use of the Site during a billing cycle, no refund will be given for the remainder of the billing cycle.
16. Miscellaneous. You will not assign any of your rights or obligations under this Agreement without the prior written consent of Company. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement constitutes the entire agreement between you and Company with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Company with respect to such use are hereby superseded and canceled. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available.
17. Company Contact Email. If you have any questions regarding this Agreement or need to contact Company, please email Company at [email protected]