The Website is an online fitness educational community that enables individuals to gain the knowledge to get in the best shape of their life interacting and learning from the best personal trainers and fitness experts around the world.
This agreement applies to all users of the Website, whether you are a “visitor” or a “registered user.” By checking the appropriate box during registration or while purchasing content or services or by accessing any part of the Website, you agree to this agreement. If you do not want to agree to this agreement, you must leave the Website. If you breach any part of this agreement, the Company may revoke your license to access the Website, block your access to the Website (including blocking your IP address), and cancel your account (if you have one).
The Company is not liable for anything that you post or say while you are on the Website. The Company does not monitor the content of the Website, but if the Company does see, or someone tells the Company that you have posted, something that the Company finds inappropriate, the Company will remove it and may take appropriate action against you. If you post content that belongs to someone else and they get annoyed (or even call in their lawyers), the Company is not in the firing line. You have to take responsibility for what you post.
The Company may change this agreement on one or more occasions by updating this webpage. The top of the agreement will tell you when the Company last updated it. Changes will take effect on the “last updated” date stated on the top of this webpage. Changes will not operate retroactively. The Company will try to notify you when it changes this agreement if it can do so in a reasonable manner. But you should frequently check this webpage to make sure that you are operating under the most current version of the agreement. The Company will consider your continued use of the Website after it posts the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the Website.
If you have any questions about this agreement or any questions or comments about the Website, please contact the Company at https://fitnesschamps.com/contact.
Statement of Facts. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. If you do not meet these age requirements, you must not access the Website and must leave now. By accessing the Website, you state that the following facts are accurate:
You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to enter into this agreement;
You are not accessing the Website from a place, country, or location in which doing so would, or could be considered a violation of law;
All information you provide to the Company is accurate, and you will promptly update this information when necessary to make sure that it remains accurate;
You own the credit card you pay with and authorize the Company (or its authorized payment processing agent) to charge your credit card for the subscription or content you purchase; and
By logging on, you will have released and discharged the providers, owners, and creators of the Website from all liability that may arise.
License Grant. The Company hereby grants you a nonexclusive, nontransferable, nonsublicensable license to access the Website and its content for your personal and noncommercial use in accordance with this agreement. By “access,” the Company means visit the Website, use its services, and view or download its content. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, and other materials found on the Website.
License Restrictions. The license granted in section 3.1 does not include any of the following:
resale or commercial use of the Website;
distribution, public performance, or public display of the Website or the content;
changing or otherwise making any derivative uses of the Website and the content, or any part of the Website or the content, unless the Company specifically authorizes change or derivative use in a separate written agreement with you;
use of any data mining, robots, or similar gathering or extraction methods;
downloading (other than webpage caching) any part of the Website or the content except as permitted on the Website; or
any other use of the Website or the content other than for its intended purpose.
Your license to access the Website does not transfer ownership of or title to a copy of any content that you view or print, and the Company only authorizes you to use your copy in accordance with this agreement. If you download or print a copy of the content for your personal use, you must retain all copyright and other proprietary notices embedded in the content. Any use of the Website or the content except as authorized by this agreement will terminate the license granted here. Unauthorized use of the Website or the content may also violate intellectual property laws or other laws. Unless stated here, nothing in this agreement should be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. The Company may revoke this license at any time.
Company’s Intellectual-Property Rights
Ownership of Website. Unless otherwise indicated in this agreement or on the Website, the Company owns or has a license to use: (a) the Website, including its past, present, and future versions; (b) all webpages found within the Website; (c) all the material and information on the Website; (d) all graphics, text, images, audio, videos, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any copyrightable material (including source and object code), and all other materials, including the design, structure, “look and feel,” and arrangement of the content contained on the Website; and (e) all trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, regardless of registration, contained on the Website. Intellectual property laws, including copyright, patent, service mark, trademark, trade dress, trade secret, international treatises, and various other intellectual property and unfair competition laws protect the Website and its content. In using the Website or the content, you will comply with all governing intellectual property laws, and any specific notices contained on the Website.
Trademarks. The Company’s name, logos, domain names, and the term FITNESS CHAMP, are the Company’s trademarks, and must not be copied, imitated, or used, in whole or in part, without the Company’s advance written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of the Company, and must not be copied, imitated, or use, in whole or in part, without the Company’s advance written permission. Other names of actual companies, products, or services mentioned on the Website may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement, or association by or with the Company, or that those owners endorse or have any affiliation with the Website. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any marks displayed on the Website, meta tags, or any other “hidden text” using marks that belong to the Company and its licensors, without advanced written permission from the Company or the third party who may own the mark.
Account Creation. You must complete the registration process by providing the Company with accurate information as prompted by the applicable registration form. You also must choose a password and a username.
Responsibility for Account. You are responsible for keeping your password and account confidential. Further, you are responsible for all activities that occur under your account. You must notify the Company promptly of any unauthorized use of your account or any other security breach.
Liability for Account Misuse. The Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by the Company or another party due to someone else using your account or password.
Use of Other Accounts. You must not use anyone else’s account at any time.
Account Security. The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized third parties will never be able to defeat the Website’s security measures or use any personal information you provide to the Company for improper purposes. You acknowledge that you provide your personal information at your own risk.
In General. The Website allows you to purchase access to certain features or content in exchange for a one-time or recurring fee, as applicable to the relevant features or content. Educators set their own pricing. It is your responsibility to check the price before subscribing or making a purchase. Pricing excludes any taxes or currency transmission charges, which are extra costs charged to you. The Company does not provide price protection or refunds in the event of a price reduction or promotional offering.
Payment. You must prepay for any subscription or content that you purchase. The Company accepts payment via the payment method indicated before the purchase. You must have a valid accepted form of payment on file to purchase paid services. You must abide by any relevant terms of service or other legal agreement, whether with the Company or a third party, that governs your use of a given payment method. The Company or its third-party payment processor will charge your credit card or other form of payment for the price listed for the relevant purchase, along with any additional amounts relating to applicable taxes, bank fees, and currency fluctuations. Charges will appear on your credit card statement as PAYPAL *FITNES
Recurring Billing. If you purchase any automatically renewing subscriptions, you hereby authorize the Company or its third-party payment processor to charge the payment method on file on the first day of each billing period for the relevant subscription. If the payment method on file becomes invalid due to an expired credit card or other similar reason and the Company is unable to charge you on the next billing period, the Company may immediately revoke your access to any subscription you have purchased until you update your payment method. If you fail to update your payment method within a reasonable amount of time, the Company may cancel your subscription.
Taxes. If the Company is required to collect or pay any taxes in connection with your purchase of a subscription, those taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of a subscription. These taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.
Billing Errors. The Company will correct any mistakes in a charge and add or credit them against your future payments. If you become aware of any errors in a charge, please notify SegPay, the Company’s authorized sales agent. If an error occurs in the billing bank, gateway, processor, or intermediate processor and a transaction is lost, the Company has up to 30 days to work with the billing bank, gateway, processor, or intermediate processor to locate this transaction and solve this issue, including providing credit to your payment method or refunding the transaction. You waive any error unless you notify the Company of the error within three months after you receive the bill in which the error first appears. You release the Company from any liability for any error that you do not report to the Company within three months after you receive the bill in which the error first appeared.
Refunds. All sales and transactions are final. Payments are nonrefundable and fully earned on payment. There are no refunds or credits for partially used periods. But the Company may approve a refund in the form of a credit on request if exceptional circumstances exist. The amount and form of a refund, and the decision to provide it, is at the Company’s sole discretion. The provision of a refund in one instance does not entitle you to a refund in the future for similar instances; nor does it obligate the Company to provide refunds in the future, under any circumstance.
Subscription Cancellations. If you buy a subscription that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You retain access to the subscription from the time you cancel until the start of the next billing period and will not receive a refund or credit for any remaining days in your current billing period. To cancel a subscription, please contact SegPay, the Company’s authorized sales agent.
User Conduct. You may use the Website only for lawful purposes and in accordance with this agreement. You must not engage in any of the following prohibited activities:
using the Website in any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries);
exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Content Standards stated in this agreement;
transmitting, or procuring the sending of, any advertising or promotional material without the Company’s written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
impersonating or attempting to impersonate the Company, a Company employee, another user, or any other person or entity (including by using email addresses or usernames associated with any of the foregoing);
engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by the Company, may harm the Company or users of the Website or expose them to liability;
using the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;
using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
using any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without the Company’s written consent;
using any device, software, or routine that interferes with the proper working of the Website;
introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
attacking the Website via a denial-of-service attack or a distributed denial-of-service attack; or
otherwise trying to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through the Website.
All User Contributions must comply with the Content Standards stated in this agreement.
Any User Contribution you post to the Website will be considered nonconfidential and nonproprietary. By providing any User Contribution on the Website, you hereby grant the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns a license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You state that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns.
All your User Contributions do and will comply with this agreement.
You acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for that content, including its legality, reliability, accuracy, and appropriateness.
The Company is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
The Company may:
Remove or refuse to post any User Contributions for any or no reason in its sole discretion.
Take any action with respect to any User Contribution that it considers necessary or appropriate in its sole discretion, including if it believes that that User Contribution violates this agreement, including the Content Standards, infringes any intellectual-property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual-property rights or their right to privacy.
Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend your access to all or part of the Website for any reason, including any violation of this agreement.
The Company will fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either those parties or law enforcement authorities.
However, the Company cannot and does not undertake to review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section 9.
Content Standards. These content standards apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. User Contributions must not:
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act, including promoting, offering, or advertising prostitution or escort services.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Give the impression that they emanate from or are endorsed by the Company or any other person or entity if this is not the case.
Third-Party Content. Through the Website, you will have the ability to access or use content provided by third parties. The Company cannot guarantee that third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable to you for your access or use of any third-party content.
Links to other Websites. The Website may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
No Endorsement. The Company operates the Website as a neutral host, and the Company does not regularly monitor, regulate, or police the Website’s use by any of its participants. The participation in the Website by a visitor, user, educator, or other third party (collectively, the “participants”) does not constitute the Company’s endorsement that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any participant. Participants are independent parties, and the Company does not, and will not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participant.
Copyright Policy. The Company respects the intellectual property rights of others and expects the Website’s users to do the same. The Company will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company’s copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA):
a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
identification of the copyrighted work claimed to have been infringed;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
your contact information, including your address, telephone number, and an email address;
a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
It is the Company’s policy in appropriate circumstances to disable or terminate the user accounts of repeat infringers in accordance with the Company’s repeat infringer policy.
Changes to the Website; Availability
Although the Company may update the content on the Website on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is not required to update that material.
While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of the Company’s control may interfere with or adversely affect its operation of the Website.
Geographic Restrictions. The owner of the Website is based in the state of Florida, United States of America. The Company is not making any statement that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for complying with all local laws.
You understand that the Company cannot and does not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. To the greatest extent provided by law, the Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it.
You acknowledge that the Website includes content provided by third parties, including materials provided by other users, educators, third-party licensors, syndicators, or aggregators (collectively, “Third-Party Materials”), and that the Company does not prescreen or preemptively monitor Third-Party Materials. All statements or opinions expressed in Third-Party Materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing Third-Party Materials. Third-Party Materials do not reflect the opinion of the Company. The Company will not be liable to you or any other person for the content or accuracy of any Third-Party Materials. You further acknowledge that you may be exposed to Third-Party Materials that are inaccurate, offensive, indecent, obscene, or otherwise objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against the Company with respect to those Third-Party Materials.
Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. The Company provides the Website, its content, and any services or items obtained through the Website “as is,” “with all faults,” and “as available,” without making any warranty, either express or implied. The Company is not making any warranty (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Website or the server that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.
The Company is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, title, noninfringement, privacy, security, and fitness for particular purpose. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated in this agreement.
The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any of the following:
Errors, mistakes, or inaccuracies of content;
Personal injury or property damage resulting from your access to and use of the Website or its content;
Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
Unauthorized access to or use of the Company’s servers and any personal or financial information stored in them, including unauthorized access or changes to your submissions, transmissions, or data;
Interruption or cessation of transmission to or from the Website;
Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;
Incompatibility between the Website and your other services, hardware, or software;
Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or
Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.
You release the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from all liability arising out of submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.
Unless caused by gross negligence or intentional misconduct, the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to your access or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors also will not be liable to you for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to stop using the Website and cancel your subscriptions. The maximum liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to you for any claim will not exceed the greater of $100 or the amount you have paid to the Company for the applicable purchase out of which liability arose even if the remedy fails of its essential purpose.
Scope of Disclaimers, Exclusions, and Limits. The disclaimers, exclusions, and limits stated in sections 18, 19, and 20 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits will not apply to you.
In General. You will pay the Company, its directors, officers, employees, agents, contractors, subsidiaries, affiliates, partners, licensors, content providers, and service providers (collectively, the “Indemnified Parties”) for any loss of an Indemnified Party that is caused by any of the following (whether actual or alleged): (a) your User Contributions; (b) your use of the Website’s content, services, and products other than as expressly authorized in this agreement; (c) your use of any information obtained from the Website; (d) your breach of this agreement; (e) your violation of applicable law; (f) your violation of rights of any person, including intellectual property, publicity, or privacy rights; or (g) your tortious or criminal acts or omissions. But you are not required to pay if the loss was caused by the Indemnified Party’s actual intentional misconduct.
“Loss” means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
Indemnified Party’s Duty to Notify You. The Indemnified Party will notify you before the 30th day after the Indemnified Party knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Indemnified Party’s failure to timely notify you does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
Legal Defense of a Claim. The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs you to control the defense. If the Indemnified Party directs you to control the defense, you will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.
No Exclusivity. The Indemnified Parties’ rights under this section 22 do not affect other rights they might have.
Florida law, without giving effect to any conflicts of law principles, governs all matters arising out of or relating to the Website or this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a “sale of goods.” This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Except for disputes subject to arbitration, all disputes arising out of or relating to the Website or this agreement will be subject to the exclusive jurisdiction and venue of the United States District Court for the Southern District of Florida or any state court in Miami-Dade County, Florida. Each party hereby submits to the personal jurisdiction of the United States District Court for the Southern District of Florida and the state courts in Miami-Dade County, Florida to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.
For purposes of this section 23, the Website will be deemed solely based in the state of Florida and will be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in any other jurisdiction.
Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive or other equitable relief, or (b) a suit to compel compliance with this dispute resolution procedure.
Negotiation. Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website.
Mediation. If the parties cannot settle a dispute arising out of or relating to the Website through negotiation after 30 days, either party may, by notice to the other party and the International Institute of Conflict Prevention & Resolution (“CPR”), demand mediation under the Mediation Procedure of CPR. Mediation will take place in Miami-Dade County, Florida. The mediation will be conducted in the English language. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.
Procedure. If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Website by binding arbitration administered by CPR in accordance with its Rules for Administered Arbitration. A single arbitrator will preside over the arbitration. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable.
Location. Unless the parties agree otherwise, the arbitration will take place in Miami-Dade County, Florida.
Fees. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
Award. The award rendered by the arbitrator must include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Confidentiality. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
Right to Injunctive Relief. The parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. Nothing in this section 24 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Website, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.
Recovery of Expenses. In any proceedings between the parties arising out of or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of this section 24.6, “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
Class Action Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.
Entire Agreement. This agreement constitutes the entire agreement between you and the Company about your access to and use of the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of the Website. A printed version of this agreement will be admissible in any proceedings arising out of or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form. Any additional terms on the Website will govern the items to which they pertain.
Changes. The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company.
Assignment and Delegation. The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 25.3 is void.
No Waivers. The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
that if an unenforceable provision is modified or disregarded in accordance with this section 25.5, then the rest of the agreement will remain in effect as written; and
that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
Sending Notice to the Company. You may send notice to the Company by email at firstname.lastname@example.org unless a specific email address is stated for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
Sending Notice to You—Electronic Notice. You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
Force Majeure. The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including:
Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
Failure of the telecommunications or information services infrastructure; and
Hacking, SPAM, or any failure of a computer, server, network, or software.
No Third-Party Beneficiaries. This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
Relationship of the Parties. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
Successors and Assigns. This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 25.10 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 25.3 addresses these matters.
Electronic Communications Not Private. The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Website to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they are intended recipients.
Electronic Signatures. Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Fitness Champs, LLC
16850 Collins Avenue, Suite #112-401
Sunny Isles Beach, Florida 33160
The Company charges for purchasing subscriptions and content. You may contact SegPay, the Company’s authorized sales agent, to resolve any billing disputes.
Complaints—California Residents. You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.
Feedback. The Company encourage you to provide feedback about the Website. But the Company will not treat as confidential any suggestion or idea provided by you, and nothing in this agreement will restrict its right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.
English Language. The Company drafted this agreement in the English language. No translation into any other language will be used to interpret or construe this agreement. The Company will provide all services, support, notices, designations, specifications, and communications in English.
Your Comments and Concerns. You should direct all feedback, comments, requests for technical support, and other communications relating to the Website to email@example.com.