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FitnessEngagement.com User Agreement

Welcome to FitnessEngagement.com (this “Website”)! FitnessEngagement.com is a proprietary, exclusive marketing communications service provided by American Specialty Fitness, Inc. (ASH FITNESS), a subsidiary of American Specialty Health Incorporated (ASH). FitnessEngagement.com provides marketing activities, creative services, and support to ASH FITNESS and its subsidiaries’ contracted fitness facilities (collectively “Clients” and individually, a “Client”). This Website is designed for use by Clients and Clients’ authorized representatives, such as their authorized fitness facility personnel (each, a “User” or “you”). This Website is not a consumer-oriented site and is not intended for the general public. You must be a Client or a Client’s authorized representative to register on this Website. This Website is owned and operated by ASH on behalf of itself and its subsidiaries (hereinafter referred to collectively as “ASH FITNESS” or “we”).

Your access and use of this Website is strictly subject to the terms and conditions of this user agreement (“User Agreement”) and our Privacy Statement. By using this Website, you agree to be bound by the terms and conditions of the User Agreement and the Privacy Statement. It is your responsibility to read and understand the User Agreement and Privacy Statement. If you do not agree to be bound by these terms and conditions, you may not access or use this Website.

Proprietary Content. All content on this Website, including, but not limited to, Trademarks (as defined below), photos, images, audios, videos, text, graphics, comments, blogs, feedback, ideas, templates, instructions, notes, drawings, articles, and other materials, but excluding Client/User Content (as defined below), is proprietary to ASH FITNESS, its affiliates, and/or their licensors (collectively “ASH FITNESS Content”). Unless otherwise noted, all ASH FITNESS Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by ASH and ASH affiliates and/or their licensors.

Certain ASH FITNESS Content on this Website may be available for download, provided that Clients and Users are only authorized to download such ASH FITNESS Content for their own non-commercial, internal/private use, and provided further that Clients and Users retain and keep intact all copyright and other proprietary notices contained within such ASH FITNESS Content. Clients and Users may not use, download, copy, reproduce, display, perform, publish, distribute, sell, license, or create derivative works, assign, or transfer any ASH FITNESS Content on this Website for public or commercial purposes without prior written permission from ASH FITNESS.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of ASH FITNESS. You shall not display, disparage, dilute, or taint our Trademarks or use any confusingly similar Trademarks or use our Trademarks in such a way that would misrepresent who the proper owner of such marks is. Any permitted use of our marks by you shall inure to our benefit. Any unauthorized use of Trademarks is strictly prohibited without the prior written consent of ASH FITNESS or its affiliates.

ASH FITNESS does not warrant nor represent that your use of any ASH FITNESS Content displayed on this Website will not infringe upon the rights of third parties not owned by or affiliated with ASH FITNESS. Nothing on this Website shall be construed as conferring any license or other rights under the intellectual property or other proprietary rights of ASH FITNESS, its affiliates, or any third party, whether by estoppel, implication, or otherwise.

All ASH FITNESS Content on this Website is copyrighted © 2013, American Specialty Health Incorporated. All rights reserved.

Client/User Content. This Website may contain the following types of material originated by a Client or User:

  • Material uploaded, posted, submitted, furnished or otherwise originated by a Client or User that is stored on this Website by ASH FITNESS at the request of such Client or User, including, without limitation, comments, feedback, messages, writings, idea and answer submissions, surveys, photos, videos and audios, but excluding personal information (e.g., names, contact information, etc.) submitted by a Client or User (collectively “Client/User Content”).
Clients and Users are fully responsible and liable for all Client/User Content. ASH FITNESS does not direct, own or control Client/User Content and makes no representation or warranty whatsoever, express or implied, with respect to any Client/User Content.

ASH FITNESS reserves the right to take down, delete, remove, block, disable and deny access to any Client/User Content at any time, for any or no reason, and with or without notice, including, without limitation, Client/User Content which, in the sole judgment of ASH FITNESS, violate this User Agreement or other policies of ASH FITNESS or any applicable law, or may expose or subject ASH FITNESS to claims or liabilities of any kind, or may adversely affect the reputation or goodwill of ASH FITNESS, or may pose threats, danger or harm of any kind to this Website, any ASH FITNESS Content, or other Clients or Users. See also the “Notifications of Copyright Claims” section below.

By posting, submitting, or authorizing ASH FITNESS to store, Client/User Content on this Website, each Client and each User: (i) expressly grants to ASH FITNESS and ASH FITNESS affiliates a non-exclusive, gratis and royalty-free, assignable, transferable, sublicensable, worldwide license in perpetuity to use, host, store, reproduce, exhibit, publicly display, publicly perform, transmit, publish and distribute such Client/User Content on and in connection with this Website; (ii) expressly agrees that ASH FITNESS and its affiliates will be free to use any information, idea, concept, comment or feedback contained or expressed in such Client/User Content for any and all business purposes of ASH FITNESS and its affiliates, including, without limitation, for purposes of developing and/or improving their products and services; (iii) represents and warrants that the Client/User owns and controls all rights in and to such Client/User Content and has the legal right and authority to grant the aforementioned license to us; and (iv) agrees to indemnify, defend and hold ASH FITNESS and ASH FITNESS affiliates harmless from and against any and all claims, demands, actions, suits, judgments, awards, liabilities, damages, losses, costs and expenses (including, without limitation, attorneys’ fees) arising from, based upon, or related to such Client/User Content.

Notification of Copyright Claims. If a party believes its/his/her copyright has been infringed by any Client/User Content, please notify us in writing at:

American Specialty Health Fitness, Inc. c/o American Specialty Health Incorporated Attn: Copyright Agent
10221 Wateridge Circle
San Diego, CA 92121
E-mail: ASHFitness@ashn.com

To enable us to investigate your alleged infringement or violation, please include the following in your notice:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will investigate claims of copyright infringement upon receipt of proper notice and will take appropriate actions as required or permitted by law. Please be aware that, under applicable law, anyone who knowingly materially misrepresents that any material or activity is infringing, or that any material or activity was removed or disabled by mistake or misidentification, may be liable for damages to those who are injured by such misrepresentation.

 

Repeat Infringer Policy. ASH FITNESS reserves the right to terminate the account of any Client or User who is determined, in our sole discretion, to be a repeat copyright infringer, and to deny re-registration by such Client or User.

Liability Disclaimers. Use of this Website is at your own risk. ASH FITNESS makes no representations or warranties of any kind with respect to this Website and the use thereof, including the security of any data or information transmitted to or from this Website. Neither ASH FITNESS nor any other party involved in the creation, production, or delivery of this Website assumes or accepts any liability for any direct, incidental, consequential, indirect, or punitive damages arising out of or in connection with the use and access of this Website, or with the failure of performance of this Website for any reason. Without limiting the foregoing, everything on this Website is provided on an "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS. THE SERVICES, PRODUCTS AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE ARE DONE AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCTS OR CONTENT. ASH FITNESS IS NOT RESPONSIBLE FOR ANY TERMINATION OF YOUR CONNECTION TO THIS WEBSITE, EVEN IF SUCH TERMINATION OF CONNECTION AFFECTS ANY PURCHASE OR OTHER ACTIVITY ON THIS WEBSITE.

User Password and Information. You will select a password and user I.D. to log in to this Website. You may not disclose or share your password with any third parties or use your password for any unauthorized purpose. You are responsible for maintaining the confidentiality and security of any password(s) used to access this Website. You are also responsible for all activity that occurs under your password and should immediately notify FitnessEngagement.com representatives of any unauthorized use of your password. You must also ensure that you exit from your account at the end of each session. In addition, you must provide FitnessEngagement.com with accurate, true, current, and complete information about yourself and your employer, and you must promptly provide any updates necessary to keep such information accurate, true, current and complete at all times. You may not impersonate another person or entity, and you may not use this Website to harass or stalk another user. You agree that you will not use this Website for chain letters, junk mail, “spamming” solicitations (commercial or otherwise) or bulk communication of any kind. We cannot and will not be liable for any loss or damages arising from or relating to your failure to comply with any of the obligations in this paragraph.

ASH FITNESS has the right, at any time, to immediately terminate, deactivate or delete a password, user account, all related information and files and/or access to this Website or any part of this Website, without any notice or incurrence of liability. This termination may occur for any reason, including, but not limited to a User’s failure to abide by this User Agreement, or a User’s violation of any applicable law regarding the use of this Website and various products or services provided on this Website.

Third-Party Vendors. For your convenience, this Website may from time to time display advertisements, links, information, etc., about third-party vendors with which ASH FITNESS has a business relationship (“Third-Party Vendors”) and the products/services they offer (e.g., discounted printing services). Your correspondence or business dealings with, or participation in promotions of, any such Third-Party Vendors, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings are solely between you and such Third-Party Vendors. You agree that ASH FITNESS shall not be responsible or liable for any loss or damage of any sort incurred as the result of your dealings with any such Third-Party Vendors or as the result of the presence of such Third-Party Vendors on this Website.

Links. We may provide on this Website links to third-party Websites (e.g., links to Websites of Third-Party Vendors) that may be of interest to you. Such links are strictly for informational purposes. Third-party Websites linked from this Website are not owned, operated or controlled by ASH FITNESS, and ASH FITNESS is not responsible for the content of any linked third-party Website or any link contained in a linked Website, or any changes or updates to such Websites. ASH FITNESS provides these links to you only as a convenience, and the inclusion of any link does not imply a financial or business relationship, or endorsement by ASH FITNESS of the linked third-party Website or its products or services. ASH FITNESS is not responsible for any activities or transactions that you may engage in on any linked third-party Website, including without limitation, purchase of products or services. When you click on a link to a third-party Website, you will be notified that you are leaving this Website. Once you enter a linked third-party Website, you will be subject to the terms and conditions of use and the privacy policy of such third-party Website. Your use and access of such third-party Website is entirely at your own risk, and ASH FITNESS is not responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any such third-party Website.

In addition, you may not link to this Website from your own Website or from a third-party Website, without the prior written permission of ASH FITNESS.

Privacy Practices. Please refer to our Privacy Statement.

Not Intended for Minors. This Website is not designed or intended for use by minors. You must be at least 18 years of age to use this Website. By registering on this Website, you represent and warrant that you are at least 18 years of age. ASH FITNESS reserves the right to immediately terminate the account of any User who is believed or suspected by ASH FITNESS to be underage.

Indemnification. You hereby agree to defend, indemnify, and hold harmless ASH FITNESS and its affiliates, employees, officers, directors, agents and licensors from and against any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, related to your violation of this User Agreement or any activity by you on this Website.

System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction conducted on the Website. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

Assignment. ASH FITNESS may assign this User Agreement, or any of its rights or obligations under this User Agreement, to any third party without your prior consent. This User Agreement will inure to the benefit of successors, assigns and licensees of ASH FITNESS. Notices. All notices required or permitted by this User Agreement shall be in writing and may be delivered in person or may be sent by registered or certified mail to the address listed in the “Contact Us” section of this Website.

Governing Law. This User Agreement shall be construed, governed by, and enforced solely and exclusively in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions of your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of this User Agreement to be unenforceable, the remainder of this User Agreement will continue in full force and effect. You hereby agree that the courts located in the State of California, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this agreement and you hereby consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto.

Waiver. Any waiver of any provision of the User Agreement will be effective only if in writing and signed by American Specialty Health Fitness, Inc. The failure of ASH FITNESS to insist upon or enforce the strict performance of the terms of this User Agreement, or to exercise any right under this User Agreement, will not be considered as a waiver of the right to assert or rely upon any such provision or right in that or any other instance.

Modifications. At any time, and without prior notice, ASH FITNESS retains the right to modify this User Agreement, or Specific Terms of this User Agreement, or this Website. Modifications to this User Agreement are made periodically and as necessitated in order to comply with all applicable laws and regulations. This Website, or any part thereof, may be discontinued, modified or altered without prior notice and without incurring any liability. ASH FITNESS reserves the right to change or discontinue any content, products, and services made available through this Website at any time and without any notice to you.

All modifications made to this User Agreement or this Website are effective immediately. Notice of modifications may be provided by any means, including but not limited to the posting of a revised User Agreement on the Website. You are responsible for regularly reviewing this User Agreement for any changes that may affect your rights or obligations. Any use of the Website and services after the effective date of any modifications constitutes an agreement to the modifications. Each time you access this Website, you will be deemed to have accepted any modifications. All modifications are made exclusively by ASH FITNESS and are not valid unless expressly agreed to by ASH FITNESS. For material changes to this User Agreement, ASH FITNESS reserves the right to ask you to read and accept such changes at the time of your next account login on this Website immediately following the changes.

Severability. If, for any reason, a court of competent jurisdiction finds any provision or portion of this User Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect.