C323 FITNESS Terms of Service
LAST UPDATED: October 30, 2018
Prior to using the C323 Fitness Service, it is important for you to know and understand that by accessing and/or using the Service through any means, you are agreeing to accept certain liability limitations and legal and health disclaimers, which we further explain throughout this Agreement. In other words, your use of the C323 Fitness Service is at your own risk, and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Service or your access and use of the Service. If you have any questions or concerns regarding the terms or conditions herein, please email us at Support@C323Fitness.com.
We may amend this Agreement from time to time. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means. You acknowledge that an in-app message or an email to the email address provided at registration which notifies you of such changes shall constitute reasonable means. Your continued use of the Applications, Site or Service after we post any amendments to this Agreement will signify your acceptance of such amendments. If you do not agree with any amendment, you must discontinue your access to and use of the Service.
By using the Service, you consent to receiving this Agreement in electronic form.
HEALTH WARNING AND LIABILITY DISCLAIMER:
YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING THIS OR ANY OTHER EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING.
NOTHING STATED OR POSTED ON THE C323 FITNESS SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR PROFESSIONAL ADVICE OR CARE.
YOUR USE OF THE C323 FITNESS SERVICE IS AT YOUR OWN RISK.
PLEASE READ OUR FULL PROFESSIONAL ADVICE AND MEDICAL DISCLAIMER IN SECTION 2 BELOW BEFORE COMMENCING YOUR USE OF THE SERVICE.
C323 FITNESS SHALL NOT BE LIABLE FOR ANY LIABILITY, OF ANY KIND, RESULTING FROM THE USE OF THE C323 FITNESS SERVICE.
- Who May Use the C323 Fitness Service
- Service and Membership
- Professional Advice and Medical Disclaimer
- Your Representations and Warranties as a Member
- General Disclaimers
- Limitation of Liability
- Cancellation; Term; Account Deletion
- Community Guidelines; User Content
- Code of Conduct and Prohibited Activities
- License to Use the C323 Fitness Service
- Third Party Links and Content
- Intellectual Property
- Copyright / DMCA Policy
- General Provisions
- Who May Use the C323 Fitness Service
AGE REQUIREMENT: You must be at least 18 years old to use the C323 Fitness Service.
NOTICE TO PARENTS AND GUARDIANS: You are responsible for monitoring and supervising your child’s use of the C323 Fitness Service. If your child is using the C323 Fitness Service without your express consent and is under 18, please contact us immediately so that we can disable his or her access. If you have questions about the C323 Fitness, please contact us at Support@C323Fitness.com.
- The Service
- Grant of License. Subject to your compliance with the terms and conditions of this Agreement, C323 Fitness grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license, to access and use the most current available versions of the Site, Applications and Service for your lawful, personal and non-commercial use.
- Available Content. The Service and the content provided therein is available for users of various skill levels, for a variety of activities, and for varying durations. Content may not always be available and is subject to change at any time with or without notice and without any liability to you.
- Membership. While you may enjoy certain content and features without registering with C323 Fitness, to receive the full benefits of the Service, you must register as a member by providing a user name, password, valid email address and valid credit card information. You must provide complete and accurate registration information to C323 Fitness and notify us if your information changes. In creating a user name, you may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
- Non-commercial Use. Use of the Site and Service is for personal, non-commercial use only. Members may not use the Service in connection with any commercial endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services; or (ii) for commercial purposes. Users of the Site may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Service or the Site for any purpose unless expressly authorized by C323 Fitness. If you wish to inquire about possible commercial use, please contact us at support@C323Fitness.com. C323 Fitness may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site or the Service.
- Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the C323 Fitness Service. If you become aware of any unauthorized access to your account, you must change your password and notify us immediately at support@C323Fitness.com.
- C323 Fitness may change, modify, add, remove, suspend, cancel or discontinue any aspect of it subscriptions including the functionality, content, and/or availability of any features of such subscriptions at any time in C323 Fitness’s sole discretion.
- Professional Advice and Medical Disclaimer.
YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL BEFORE STARTING THIS OR ANY OTHER EXERCISE OR NUTRITION PROGRAM TO DETERMINE IF IT IS RIGHT FOR YOUR NEEDS. THIS IS PARTICULARLY TRUE IF YOU (OR YOUR FAMILY) HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED CHEST PAIN WHEN EXERCISING, SMOKE, HAVE HIGH CHOLESTEROL, OR HAVE A BONE OR JOINT PROBLEM THAT COULD BE MADE WORSE BY A CHANGE IN PHYSICAL ACTIVITY. DO NOT USE THE C323 FITNESS SERVICE IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.
THE C323 FITNESS SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON THE C323 FITNESS SITE OR AVAILABLE THROUGH ANY C323 FITNESS SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON THE C323 FITNESS SERVICE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SERVICE. THE USE OF ANY INFORMATION PROVIDED ON THE SERVICE IS SOLELY AT YOUR OWN RISK.
IF YOU ARE IN THE UNITED STATES AND THINK YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 911, IMMEDIATELY.
THE C323 FITNESS SITE IS CONTINUALLY UNDER DEVELOPMENT AND C323 FITNESS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT GENERAL HEALTH, FITNESS AND ADVICE. NO ASSURANCE CAN BE GIVEN THAT THE INFORMATION CONTAINED ON THE C323 FITNESS SITE WILL ALWAYS INCLUDE THE MOST RECENT DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
- Your Representations and Warranties as a Member
In becoming a Member of C323 Fitness with the intent of using the C323 Fitness Service, you affirm that either (A) all of the following statements are true: (i) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past several months; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise, including without limitation pregnancy; or (B) your physician has specifically approved of your use of the C323 Fitness Service. You further affirm that you will not access the Service from within the European Economic Area.
- General Disclaimers
C323 Fitness provides the C323 Fitness Service on an “as is” and “as available” basis. You therefore use the C323 Fitness Service at your own risk.
C323 Fitness expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, C323 Fitness makes no representations or warranties:
- That the C323 Fitness Service, or any particular fitness program is suitable for you;
- Regarding the adequacy or safety of the C323 Fitness Service for any particular user;
- That the C323 Fitness Service will meet your personal needs;
- That the C323 Fitness Service will be permitted in your jurisdiction;
- That the C323 Fitness Service will be uninterrupted or error-free;
- Concerning any content submitted by any member;
- Concerning any third party’s use of content that you submit;
- That C323 Fitness will continue to support any particular feature of the C323 Fitness Service; or
- Concerning sites and resources outside of the C323 Fitness Service, even if linked to from the C323 Fitness Service.
C323 Fitness reserves the right to modify the C323 Fitness Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the C323 Fitness Service. C323 Fitness has no obligation to screen or monitor any content and does not guarantee that any content made available on the C323 Fitness Service complies with this Agreement or is suitable for all users. C323 Fitness shall not be responsible for loss or corruption of data, and hereby waives all claims with respect to damage to Your computer system, internet access, download or display device. To the extent that a secondary party may have access to or view C323 Fitness content on your computer or mobile device, you are solely responsible for informing such party of all provisions, terms, disclaimers and warnings in this Agreement. To the extent any disclaimer or limitation of liability in this Agreement does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the C323 Fitness Service, and no warranties shall apply after such period.
- Limitation of Liability
To the fullest extent permitted by law: (i) in no event shall C323 Fitness, nor its affiliates, be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for personal injury, death, loss of livelihood, loss of enjoyment, pain and suffering, emotional distress, loss of profits, loss of future earnings, goodwill, use, and/or any other damages or other intangible losses; and (ii) C323 Fitness’s, and its affiliates’ total liability to you shall not exceed the amounts paid by you to C323 Fitness over the twelve (12) months preceding your claim(s).
IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO OBTAIN OR ACCESS THE SERVICE, SITE OR APPLICATIONS.
C323 Fitness Coaching Service
The C323 Fitness coaching service is intended solely as a general fitness informational means by which Members can communicate with C323 Fitness trainer coaches. In selecting our trainer coaches, we endeavor to utilize only those coaches who can demonstrate a minimum of two (2) years’ experience in the fitness field, with valid professional experience at a reputable fitness institution or gym. In the course of providing coaching advice, our coaches may occasionally answer incidental nutritional questions based on their own personal experience. C323 FITNESS DOES NOT REPRESENT IN ANY WAY THAT ANY NUTRITIONAL OR FITNESS ADVICE PROVIDED BY A TRAINER COACH CONSTITUTES QUALIFIED EXPERT ADVICE.
C323 Fitness takes care to instruct its coaches never, under any circumstance, to provide advice that could be construed as medical advice, and we in no way encourage or endorse such behavior from our coaches.
If you encounter a C323 Fitness coach who is providing expert advice in violation of these principles, please contact us immediately at Support@C323Fitness.com. You should always seek expert professional advice in nutritional and health matters, and should not rely on any opinions expressed through the C323 Fitness Service as expert opinions or advice.
- What information we may collect about you;
- What we use that information for; and
- When and with whom we share that information.
CONSENT TO EMAIL: When you become a Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Service, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us or third party partners.
Auto-renewal and billing; Subscription Fees.
- Subscription. The C323 Fitness Service is a paid, auto-renewing subscription service. You will be charged the stated subscription amount for the subscription period upon completion of your registration and submission of your payment.
- Auto-Renewal.You are agreeing that upon expiration of the initial subscription period, your subscription will automatically renew for successive periods. You agree to automatic (recurring) billing, and agree to pay the charges made to your account in connection therewith. You will be billed at the then-current applicable subscription price plus any applicable taxes. We will process payment for any renewal subscriptions using the same billing cycle as your current subscription. Subscription fees may change at any time, to the fullest extent permitted under applicable law. Your Subscription, and monthly billing of your account, will continue indefinitely until cancelled by you.
- Pricing and Special Offers.The pricing of our Services may vary periodically. We cannot guarantee that the price of your Subscription is the lowest available, or historically lowest or best, price. You will be charged in accordance with the billing terms you agreed to at the time you signed up. At certain times, we may offer special promotional offers (“Special Offers”) that are billed at a discounted rate. These offers may have a different Free Trial period length, or no Free Trial period. In these cases, you will begin to be billed at the time payment information is collected, or, if a Free Trial is being offered, at the end of the special Free Trial period. Note: in these cases, our typical 30-day Free Trial will not apply. These terms will always be disclosed on the payment screen at the time of sign up, prior to our acceptance of payment. In all instances, you will continue to be automatically billed monthly after your Free Trial ends (or immediately if there is no Free Trial).
- Add-On Services.We refer to any additional, paid subscription Service we offer beyond a standard Membership as an “Add-On Service.” For example, our personalized Coaching service, or any other Service we may offer to you which provides access to special or additional Content beyond your standard Membership, is an Add-On Service. Each Add-On Service is a separate subscription service and is subject to an additional monthly fee that automatically renews just like your regular Membership. Before agreeing to an Add-On Service, you will be prompted with i) the type of Service being offered (e.g. Coaching); and ii) the monthly, recurring cost for such Add-On Service. Note: if You purchase an Add-On Service, You are agreeing to an additional monthly automatic (recurring) billing subscription, and agree to pay the charges made to your account in connection therewith, as disclosed at the time You accept the Add-On Service. Your Add-On Service subscription, just like Your standard Membership subscription, will continue indefinitely until cancelled by You. Add-On Services are billed on the same day as Your regular Membership, in one combined payment. You can cancel at any time by following the instructions below (“How to Cancel”). Note that Your Add-On Service subscription is separate from your regular Membership, although we will combine the charges each month when we bill You. You can cancel one or both at any time, but canceling your regular Membership will automatically cancel your Add-On Service.
- Quarterly and Annual Subscriptions.In certain circumstances, we will offer Subscriptions for a longer term (for example, 3 months, 6 months or even a year). These longer-term Subscriptions are charged in full upon purchase, and automatically renew for the same duration as the initial Subscription term you selected (for example, if you initially purchased a 3 month Subscription, your Subscription will automatically renew for three months; 6 month subscriptions will automatically renew for six months, and so on). The amount due for the next renewal term will be due and immediately payable in full and charged as of the first day of such renewal term. You can always cancel before your next renewal term by logging into your account, and following the cancellation instructions below (“How to Cancel”).
- Authorization for Automatic Recurring Charges.When you sign up for our Service and provide a payment method to C323 Fitness or a third party Application, you are granting your express consent and are expressly authorizing us (and our designated payment processor) to automatically charge you each month for the Service. If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee. EVEN IF YOU DO NOT USE THE SUBSCRIPTION OR ACCESS THE C323 FITNESS APPLICATION, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9 BELOW OR IT IS OTHERWISE TERMINATED.
Service Add-Ons– Auto Billing; Coaching; Subscription Fees; Free Trial; and Cancellation Changes. C323 Fitness may increase its fees for any subscription effective the first day of a billing renewal by giving you notice of the new fees at least thirty (30) days before you are billed. If you have and do not cancel your subscription, you will be deemed to have accepted the new fees.
- Cancellation; Term and Termination; Account Deletion
HOW TO CANCEL If you are using the C323 Fitness Service through the C323 Fitness Site, C323Fitness.com and you do not wish for your account to renew automatically, or if you want to change or terminate your subscription, first log into your account, and then click on the following link, or type in the following address into your web browser while you are still logged in:
Your cancellation will take effect starting at the end of your current billing period.
Sorry– there are no refunds on C323 Fitness subscriptions for billing periods that have already lapsed.
If you are accessing the C323 Fitness Service through an Application (including a mobile application), cancellation, uninstall and removal methods vary depending on your device or the marketplace through which you purchased or downloaded the Application. To uninstall and remove a C323 Fitness mobile application, please use the application manager provided with your device or consult your device manual for reference. Additionally, if you purchased access or downloaded Applications through a third party marketplace, cancellation may be governed by such third party’s cancellation and payment policies.
TERM: This Agreement begins on the date you first use the C323 Fitness Service and continues as long as you have an account with us.
ACCOUNT DELETION: You may delete your account at any time. We reserve the right, but are under no obligation to, to delete an account from the C323 Fitness Service that remains inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months, or immediately when payment expires, is withdrawn or otherwise ceases.
TERMINATION FOR BREACH: C323 Fitness may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if C323 Fitness determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage C323 Fitness’s reputation or goodwill. If C323 Fitness deletes your account for the foregoing reasons, you may not re-register for the C323 Fitness Service. C323 Fitness may block your email address and Internet protocol address to prevent further registration. C323 Fitness is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.
After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by C323 Fitness will terminate. Sections 4-5, 9, and 12-18 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. C323 Fitness shall not be responsible for the loss of such content.
- C323 Disclaimers of Content
C323 Fitness offers you the ability to submit or post User Content through the Service, including through social features available within our mobile applications, provided such submission or transmission of User Content is in strict compliance with these terms. For the purposes of this Agreement, “User Content” means video, images, text, comments, audio recordings and other content, that you upload, post or transmit (collectively “submit”) to the Service.
- Guidelines. C323 Fitness gives you the ability to submit User Content in order to create a community experience where our users can encourage, support and motivate one other.
You agree to follow these guidelines when submitting User Content:
SUPPORT — For any support related questions or issues that require help beyond what we can offer in this Agreement, please contact our Customer Support team at Support@C323Fitness.com for the fastest response.
R-E-S-P-E-C-T — Please be respectful and courteous to the members of this group.
FEEDBACK — We welcome constructive feedback (both positive and negative) on your C323 Fitness experience and ask that you contact us directly at support@C323Fitness.com so that we can be sure we hear your thoughts on our Service and strive to improve.
REPORTING POSTS — If you notice any User Content that you believe to be in violation of this Agreement, or spam, report it to the administrators at support@C323Fitness.com.
- Restrictions. You may not submit any User Content that: * Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); * Contains sexually explicit content or pornography; * Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group; * Advocates harassment or intimidation of another person; * Exploits minors; * Depicts unlawful acts or extreme violence; * Contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian); * Depicts animal cruelty or extreme violence towards animals; or * Contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices.
C323 Fitness is not responsible for user content.
- User Content Screening and Disclosure. We do not, and cannot, pre-screen or monitor all User Content. However, C323 Fitness has the right (but not the obligation) to monitor your conduct and User Content submission on our Service and you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your submission of any User Content. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, remove, disallow, block or delete any User Content. Under no circumstances will C323 Fitness be liable for any of your User Content. You shall be solely responsible for any User Content submitted through your account.
We may access, preserve or disclose any of your information or User Content (including without limitation chat text) if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against us or to comply with legal process (for example, subpoenas or warrants), including those issued by courts having jurisdiction over us or you; (ii) enforce or administer our agreements with users, such as this Agreement; (iii) for fraud prevention, risk assessment, investigation, customer support, providing the app services or engineering support; (iv) protect the rights, property or safety of C323 Fitness, its users, or members of the public or (v) to report a crime or other offensive behavior.
- Objectionable Content. C323 Fitness may also act to remove Objectionable Content. The decision to remove Objectionable Content shall be made at C323 Fitness’s sole discretion. “Objectionable Content” includes, but is not limited to: 1. User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, or libelous, 2. User Content that is hateful, or advocates hate crimes, harm or violence against a person or group, 3. User Content that may harm minors in any way; 4. User Content that has the goal or effect of “stalking” or otherwise harassing another 5. Private information about any individual such as phone numbers, addresses, Social Security numbers or any other information that is invasive of another’s privacy; 6. User Content that is vulgar, offensive, obscene or pornographic, 7. Unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; 8. Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Social Features. C323 Fitness may provide opportunities for you to submit User Content through social features on its Site or through its mobile applications. These are intended to be a community-based venue for C323 Fitness users to chat, interact, motivate and support one another.
- As between you and C323 Fitness, you own all User Content that you submit to the C323 Fitness Service, whether directly via the C323 Fitness Service or indirectly (for example, via Facebook or Twitter). However, it is important that you understand that by posting User Content to C323 Fitness, you are granting C323 Fitness and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers) royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your User Content (including without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever commercial or otherwise without compensation to you. In addition, you waive any so-called “moral rights” or “performance rights” in your User Content.
- You further grant all users of the C323 Fitness Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to C323 Fitness on improving or adding new features to the C323 Fitness Service, C323 Fitness shall have the right to use your suggestions without any compensation to you.
- For each piece of User Content that you submit, you represent and warrant that: (i) you have the right to submit the User Content to C323 Fitness and grant the licenses set forth above; (ii) C323 Fitness will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the User Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the User Content complies with this Agreement and all applicable laws.
- Code of Conduct and Prohibited Activities
In using the C323 Fitness Service, you must behave in a civil and respectful manner at all times. Further, you will not and it is strictly prohibited to:
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute “spam”;
- Promote information that is false or misleading, or promote illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
- “frame” or “mirror” any part of the Service or the Site;
- use meta tags or code or other devices containing any reference to C323 Fitness, the Site or the Service (or any trademark, trade name, service mark, logo or slogan of C323 Fitness) to direct any person to any other website for any purpose;
- modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Site or any software used on or for the Service or the Site, or cause others to do so;
- post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Site or the Service other than solely in connection with your use of the Service in accordance with this Agreement.
- Collect information about others;
- Advertise or solicit others to purchase any product or service within the C323 Fitness Site;
- Promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures;
- Publicize or promote commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
- Participate in any activity that in any way violates any law; or
- Access or use the Site and Service (including any Add-on Service or application available through a mobile or set-top device) from the European Economic Area.
C323 Fitness reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this Agreement, including removing the offending communication from the Site or Service and terminating or suspending the membership of such violators.
Your use of the Site and Service must comply with all applicable laws and regulations. You agree that C323 Fitness may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Site in the future; or (v) protect the rights, property or personal safety of the Company or any other person.
You agree to indemnify, defend, and hold harmless C323 Fitness and its affiliates, directors, officers, employees, and agents, from and against any liability, claims, damages, losses and costs (including reasonable attorney’s fees) that: (i) arise from your activities on the C323 Fitness Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to C323 Fitness violates any law or infringes any personal right or third party right, including any intellectual property or privacy right. C323 Fitness reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with C323 Fitness in connection therewith.
- License to Use the C323 Fitness Service
LICENSE: C323 Fitness grants you a limited, non-exclusive license to access and use the C323 Fitness Service for your own personal, non-commercial purposes. This includes the right to view content available on the C323 Fitness Service. This license is personal to you and may not be assigned or sublicensed to anyone else.
RESTRICTIONS: Except as expressly permitted by C323 Fitness in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble the C323 Fitness Service. Nor will you take any measures to interfere with or damage the C323 Fitness Service. All rights not expressly granted by C323 Fitness are reserved.
MOBILE DEVICES, APPLICATIONS AND SET-TOP BOXES/EXTERNAL DEVICES: These Terms of Service, and all of the provisions herein, also govern the use of our mobile, desktop and set-top devices and related applications (for example, iOS devices, Android devices, Roku, Apple TV and other such devices and their corresponding apps).
Your use of the C323 Fitness Service through any applications or device constitutes your agreement to be bound by these Terms.
Any C323 Fitness application, regardless of the manner and means in which it is downloaded (for example the Apple AppStore, Google Play Store, your console’s app store, etc.) is licensed, not sold, to You for use only under these Terms. We, the licensor, C323 Fitness, Inc. (Application Provider) reserve all rights not expressly granted to You.
Accordingly, if you download the C323 Fitness Application, you will be: * installing a software program on your product in the form of an application; * entering into this contract with C323 Fitness, Inc. governing your use of the application.
- Third Party Links and Content
Certain links on the C323 Fitness Sites and/or the C323 Fitness Service may let you leave the particular C323 Fitness Site or C323 Fitness Service you are accessing in order to access a linked site (the “Linked Sites”). When you are linking to a third party site, it is important to know that C323 Fitness does not control these sites, nor has C323 Fitness reviewed or approved the content which appears on the linked sites. C323 Fitness is not responsible for the legality, accuracy or nature of any content, advertising, products or other materials on or available from any linked sites, or the conduct of such linked sites. You acknowledge and agree that C323 Fitness shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the linked sites.
Dealings with Third Parties.
More specifically, your participation, correspondence or business dealings with any third party found on or through the C323 Fitness Sites and Service (i.e., a linked site), regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that C323 Fitness shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
- Intellectual Property
You acknowledge that the C323 Fitness Site and Services contain software, graphics, photos, videos, know-how, product ideas, comments and other material (collectively, “Content”) that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.
- Copyright / DMCA Policy
C323 Fitness respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the materials they upload to the C323 Fitness Site do not infringe any third party copyright.
C323 Fitness will promptly remove materials from the C323 Fitness Site in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that the materials infringe a third party’s copyright. In addition, C323 Fitness may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.
Filing a DMCA Notice to Remove Copyrighted Content-for Copyright Holders If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information: 1. Your name, address, telephone number, and email address (if any). 2. A description of the copyrighted work that you claim has been infringed. 3. A description of where on the C323 Fitness Site the material that you claim is infringing may be found, sufficient for C323 Fitness to locate the material (e.g., the URL). 4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law. 5. A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. 6. Your electronic or physical signature.
You may submit this information via: 1. Email: Support@C323Fitness.com. 2. Offline: C323 Fitness’s Copyright Agent (see contact information below)
Filing a DMCA Counter-notification to Restore Removed Content for C323 Fitness Users If you believe that your material has been removed by mistake or misidentification, please provide C323 Fitness with a written counter-notification containing the following information: 1. Your name, address, and telephone number. 2. A description of the material that was removed and the location on the C323 Fitness Site (e.g., the URL) where it previously appeared. 3. A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification. 4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which C323 Fitness may be found (which includes the United States District Court for the Northern District of Ohio), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person. 5. Your electronic or physical signature.
You may submit this information via: 1. Email: Support@C323Fitness.com 2. Offline: C323 Fitness’s Copyright Agent (see contact information below)
Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.
Warning In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further.
In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
C323 Fitness may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.
C323 Fitness’s Copyright Agent You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to C323 Fitness’s Copyright Agent:
C323 Fitness, llc. 109 Pioneer Road, Elida, Ohio 45807 Attn: Legal Dept. – Copyright Agent support@C323Fitness.com
- General Provisions
ARBITRATION AND GOVERNING LAW: The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Service, or the Site shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against C323 Fitness in the small-claims court of Allen County Ohio. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against C323 Fitness or its affiliates any class action, class arbitration, or other representative action or proceeding.
By using the Site or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and C323 Fitness or its affiliates (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against C323 Fitness (except for small-claims court actions) may be commenced only in the federal court for the Northern District of Ohio, Western Division, or state courts located in Allen County Ohio. You hereby irrevocably consent to the jurisdiction of those courts for such purposes and you irrevocably waive any right to a trial by jury.
This Agreement, and any dispute between you and C323 Fitness, shall be governed by the laws of the state of Ohio without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. Notwithstanding the foregoing provisions, both parties may mutually agree to forego arbitration and engage in litigation in a court of competent jurisdiction in Allen County Ohio.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by C323 Fitness in exercising any right hereunder will waive any further exercise of that right. C323 Fitness’s rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without C323 Fitness’s prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from C323 Fitness electronically. C323 Fitness may provide all such communications by email or by posting them on the C323 Fitness Service. For support-related inquiries, you may send an email to support@C323Fitness.com or the following address:
C323 Fitness, llc. 109 Pioneer Road, Elida Ohio 45807 Attention: Legal Department
Nothing herein shall limit C323 Fitness’s right to object to subpoenas, claims, or other demands.
MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by C323 Fitness on the C323 Fitness Site or a written amendment signed by an authorized representative of C323 Fitness. A revised Terms of Service will be effective as of the date it is posted on the C323 Fitness Site.
ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:
This Agreement constitutes the entire understanding between C323 Fitness and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.
END OF DOCUMENT