Trainerly - Terms and Conditions

TRAINERLY SERVICE AGREEMENT / TERMS OF USE

ACCEPTANCE OF TERMS

The services that Trainerly provides to User is subject to the following Terms of Use ("TOU"). Trainerly reserves the right to update the TOU at any time without notice to User. The most current version of the TOU can be reviewed by clicking on the "Terms of Use" hypertext link located at the bottom of our Web pages.

This Agreement, which incorporates by reference other provisions applicable to use of Trainerly.com, including, but not limited to, supplemental terms and conditions set forth hereof ("Supplemental Terms") governing the use of certain specific material contained in Trainerly.com, sets forth the terms and conditions that apply to use of Trainerly.com by User. By using Trainerly (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use Trainerly.com is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any.

Trainerly shall have the right at any time to change or discontinue any aspect or feature of Trainerly.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.

CHANGE OF TERMS

Trainerly shall have the right at any time to change or modify the terms and conditions applicable to User's use of Trainerly.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Trainerly.com, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of Trainerly.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.

DESCRIPTION OF SERVICES

Trainerly allows personal trainers and wellness coaches to video stream their fitness and exercise routines directly to their client’s computer, laptop or TV. Trainers and clients can communicate and interact in real-time. Clients follow trainer’s directions to perform their exercise routines.

ELIGIBILITY

You must be at least eighteen (18) years of age to register as a member of Trainerly or use the Service. Membership in the Service is restricted to natural persons. Membership in the Service is void where prohibited. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

MEMBERSHIP

Client Membership. Members using the Service to receive training, instruction, and guidance provided by Trainerly's registered Health Professionals, as described below, are “Clients”. Registering as a Client is free of charge. Once registered, Clients can use the Service to schedule instructional and training events and lessons (each a “Training Session”). Clients will be presented with the cost of each Training Session during the scheduling process. Payments for each Training Session will be processed at the time of scheduling the Training Session or shortly thereafter. Additional terms governing payment are found in Section 6. Once scheduled, your right to cancel a Training Session is governed by Section 8.

Health Professional Membership. Members using the service to offer training, instruction, or guidance Clients are “Health Professionals.” In the Trainerly Service, Health Professionals may be called “Fitness Professionals,” “Nutrition Professionals” or other terms depending on the training, instruction or guidance they offer through the Service.

a. Registration.

b. Revenue Share.

c. Insurance.

d. Relationship between Trainerly and Health Professionals.

BILLING

General. Trainerly bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Trainerly all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Trainerly to charge your chosen payment provider (your "Payment Method"), such as PayPal, for your use of the Service. You agree to make payment using your selected Payment Method. Trainerly reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Current Information Required. YOU MUST PROMPTLY NOTIFY TRAINERLY IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD.

Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If Trainerly does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand, or Trainerly may suspend or terminate your access to the Service.

Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Trainerly is authorized to charge your Payment Method. Trainerly may submit those charges for payment and you will be responsible for such charges. This does not waive Trainerly's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described on the applicable payment screen.

Refunds. Trainerly does not provide refunds for Membership Fees. If you terminate your Membership, you may use your Health Professional Membership until the end of your then-current term; your Membership will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the Membership Fee paid for the then- current period.

Free Trials and Other Promotions. Any free trial or other promotion, for example waiving the Health Professional Membership fee for a period of time, must be used within the specified time of the trial. You must choose to terminate your access to the feature or service before the end of the trial period in order to avoid being charged the applicable fee. If you terminate access prior to the end of the trial period and are inadvertently charged a fee, please contact Trainerly to have the charges reversed.

PRICING

Trainerly attempts to make all prices published through the Service accurate. However, prices in the Service are provided by our Health Professionals. In the event that we have provided an inaccurate price or incorrect information due to error either by us or by a Health Professional, we reserve the right to refuse or cancel purchases made through the system. When a purchase is cancelled due to pricing error, we will provide a refund of the purchase price. Price quotations listed on the Site or elsewhere in the Service are subject to change without notice prior to purchase. Prices listed on the site are per person, unless otherwise noted.

CANCELLATION OF WORKOUT SESSIONS

Clients and Health Professionals may cancel Training Sessions between the time the Client schedules a Training Session and 1 hours prior to the scheduled commencement of the Training Session (the “Cancellation Period”).

a. If a Client or Health Professional cancels a Training Session during the Cancellation Period, the Client will receive a full refund for the cost of the Training Session, and the Health Professional will not receive the Revenue Share for the Training Session.

b. If the Client cancels a Training Session outside of the Cancellation Period, the Client will not receive a refund. The Health Professional will receive the Revenue Share for the Training Session.

c. If the Health Professional cancels a Training Session outside of the Cancellation Period, the Client will receive a refund. The Health Professional will not receive the Revenue Share for the Training Session.

INTERACTION WITH OTHER MEMBERS

Interactions with Other Members. You are solely responsible for your interactions with other Members. Trainerly makes no representations or warranties as to the conduct of Members and shall not be in any way liable for any conduct of any Member. You agree to take reasonable precautions in all interactions with other Members of the Service, particularly if Clients and Health Professionals decide to meet offline or in person. You should not provide your financial information (for example, your credit card or bank account information) to other Members.

Release. You hereby release Trainerly from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your interaction with other users on the Service. FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

CONTENT POSTED BY YOU ON TRAINERLY

Accurate Content. You understand and agree that Trainerly may, but has no obligation to, moderate, review and delete any content, comments, messages, photos or profiles (collectively, "User Content"), in each case in whole or in part, that in the sole judgment of Trainerly, violates this Agreement, might be offensive or illegal, or that might violate the rights or safety of Members.

License to User Content. By posting User Content to any public area of Trainerly, you automatically grant, and you represent and warrant that you have the right to grant, to Trainerly, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and User Content and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user and Member of the Service a non- exclusive license to access your User Content, in each case as permitted by the functionality of the Service and this Agreement. The above license granted by you shall survive any termination or expiration of this Agreement.

Representations and Warranties. In connection with the User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to post the User Content to the Service, to authorize Trainerly to use the User Content in the manner contemplated by Trainerly and this Agreement, and to grant the rights and licenses set forth above, (ii) the public posting and use of your User Content by Trainerly and other users and Members will not infringe or violate the rights of any third party or violate any applicable law or regulation.

Prohibited User Content. The following is a partial list of the kind of User Content that is illegal or prohibited on the Service. Trainerly reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes, but is not limited to, User Content that:

is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person;
involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually oriented, racially offensive, defamatory or libelous;
promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

Member Profile. All information you include in your Member profile, including without limitation the information in your Billing Account (as defined above), must be accurate, current and complete. If information provided to Trainerly, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify Trainerly of such change.

Prohibited Activities. Trainerly reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:

You will not use the Service for any purpose that is unlawful or prohibited by this Agreement.
You will not impersonate any person or entity.
You will not "stalk" or otherwise harass any person.
You will not express or imply that any statements you make are endorsed by Trainerly without our specific prior written consent.
You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
You will not interfere with or disrupt the Service or the site or the servers or networks connected to the Service or the site.
You will not post, email or otherwise transmit any 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.
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
You will not "frame" or "mirror" any part of the Service or the Service, without Trainerly's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Trainerly or the Service or the site in order to direct any person to any other web site for any purpose.
You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or any software used on or for the Service or cause others to do so.

EQUIPMENT

User shall be responsible for obtaining and maintaining all computer hardware, video / audio functionality, internet access and other equipment needed for access to and use of Trainerly.com and all charges related thereto.

USER CONDUCT

User shall use Trainerly.com for lawful purposes only. User shall not post or transmit through Trainerly.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Trainerly's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in Trainerly's discretion restricts or inhibits any other User from using or enjoying Trainerly.com will not be permitted. User shall not use Trainerly.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Trainerly .

Trainerly.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Trainerly.com are copyrighted as a collective work under the United States copyright laws. Trainerly owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Trainerly and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

User shall not upload, post or otherwise make available on Trainerly.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of Trainerly.com, User automatically grants, or warrants that the owner of such material has expressly granted Trainerly the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants Trainerly the right to edit, copy, publish and distribute any material made available on Trainerly.com by User.

ACCOUNT SECURITY

You are responsible for maintaining the confidentiality of the username and password that you use to register for and use the Service. You agree to (a) immediately notify Trainerly of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Trainerly will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

USE OF SERVICES

The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:

Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

Trainerly has no obligation to monitor the Communication Services. However, Trainerly reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Trainerly reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Trainerly reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Trainerly's sole discretion.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.

Always use caution when giving out any personally identifiable information in any Communication Services. Trainerly does not control or endorse the content, messages or information found in any Communication Services and, therefore, Trainerly specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized Trainerly spokespersons, and their views do not necessarily reflect those of Trainerly.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires User to open an account, User must complete the registration process by providing Trainerly with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name. User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for any and all activities that occur under User’s account. User agrees to notify Trainerly immediately of any unauthorized use of User’s account or any other breach of security. Trainerly will not be liable for any loss that User may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by Trainerly or another party due to someone else using User’s account or password. User may not use anyone else's account at any time, without the permission of the account holder.

NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEB SITE

Any software that is made available to download from the Services ("Software") is the copyrighted work of Trainerly and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.

The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, Trainerly HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FOR YOUR CONVENIENCE, Trainerly MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. Trainerly DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.

NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEB SITE

Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Trainerly AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Trainerly AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL Trainerly AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES.

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Trainerly AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.

NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE

IN NO EVENT SHALL Trainerly AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.

MATERIALS PROVIDED TO Trainerly OR POSTED AT ANY OF ITS WEB SITES

Trainerly does not claim ownership of the materials User provide to Trainerly (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") User’s Submission User is granting Trainerly, its affiliated companies and necessary sublicensees permission to use User’s Submission in connection with the operation of their Internet businesses (including, without limitation, all Trainerly Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Submission; to publish User’s name in connection with User’s Submission; and the right to sublicense such rights to any supplier of the Services.

No compensation will be paid with respect to the use of User’s Submission, as provided herein. Trainerly is under no obligation to post or use any Submission User may provide and Trainerly may remove any Submission at any time in its sole discretion. By Posting a Submission User warrants and represents to own or otherwise control all of the rights to User’s Submission as described in these Terms of Use including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the Submissions.

In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), User warrant and represent that (a) User is the copyright owner of such Images, or that the copyright owner of such Images has granted User permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of User’s use and as otherwise permitted by these Terms of Use and the Services, (b) User have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, User is granting (a) to all members of User’s private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the Services, other than a private community), permission to use User’s Images in connection with the use, as permitted by these Terms of Use, of any of the Services, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Images without having User’s name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for a Images will terminate at the time User completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time User completely remove such Images. No compensation will be paid with respect to the use of User’s Images.

LIABILITY WAIVER

1. Physical exercise can be a dangerous activity. There are inherent risks in any physical activity, including fitness training or other similar activites that may be offered by Instructors. Trainerly reminds its member to exercise and train safely within the boundaries of their own capabilities.

2. When using the Service, you may be exposed to Content from a variety of sources, and that Trainerly is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Trainerly with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Trainerly ,its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

A. USER EXPRESSLY AGREES THAT USE OF Trainerly.com IS AT USER'S SOLE RISK. NEITHER Trainerly, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT Trainerly.com WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF Trainerly.com, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH Trainerly.com.

B. Trainerly.com IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT Trainerly IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

D. IN NO EVENT WILL Trainerly, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING Trainerly.com OR THE Trainerly SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE Trainerly.com. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.

E. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, Trainerly, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN Trainerly.com, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

PRIOR TO THE EXECUTION OF A STOCK TRADE, USERS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. Trainerly, ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED.

G. FORCE MAJEURE – NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

LINKS TO THIRD PARTY SITES

THE LINKS IN THIS AREA WILL LET YOU LEAVE TRAINERLY’S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF Trainerly AND Trainerly IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. Trainerly IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. Trainerly IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY Trainerly OF THE SITE.

Trainerly is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, Trainerly has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of Trainerly.com, are those of the respective author(s) or distributor(s) and not of Trainerly. Neither Trainerly nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

In many instances, the content available through Trainerly.com represents the opinions and judgments of the respective information provider, User, or other user not under contract with Trainerly. Trainerly neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Trainerly.com by anyone other than authorized Trainerly employee spokespersons while acting in their official capacities. Under no circumstances will Trainerly be liable for any loss or damage caused by a User's reliance on information obtained through Trainerly.com. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Trainerly. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

UNSOLICITED IDEA SUBMISSION POLICY

TRAINERLY OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN TRAINERLY’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO Trainerly. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO Trainerly OR ANYONE AT Trainerly. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT Trainerly MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

MONITORING

Trainerly shall have the right, but not the obligation, to monitor the content of Trainerly.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Trainerly and to satisfy any law, regulation or authorized government request. Trainerly shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Trainerly.com. Without limiting the foregoing, Trainerly shall have the right to remove any material that Trainerly, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

INDEMNIFICATION

User agrees to defend, indemnify and hold harmless Trainerly, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Trainerly by User or User's Account.

TERMINATION

Either Trainerly or User may terminate this Agreement at any time. Without limiting the foregoing, Trainerly shall have the right to immediately terminate User's Account in the event of any conduct by User which Trainerly, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.

MISCELLANEOUS

This Agreement and any operating rules for Trainerly.com established by Trainerly constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the [STATE/PROVINCE, COUNTRY], without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

COPYRIGHT NOTICE

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.