Terms of Use & Sale
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE CAREFULLY. By accessing or otherwise using our Website, you agree to these Terms and Conditions of Use ("Terms & Conditions"). We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms & Conditions at any time. You should check these Terms & Conditions periodically for changes. By using this Website after we post any changes to these Terms & Conditions, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to these Terms & Conditions, you should not use our Website and, if applicable, you should arrange to cancel your registered user account or membership with us.
Scope of Terms & Conditions
Unless we indicate otherwise, these Terms & Conditions apply to your use the websites which are owned or operated by THEHOUSEWORKOUT LLC .("TheHouseWorkOut.com") and our affiliates (collectively, "we," "us," or "our"), including, without limitation, this website and any other website that we may own or operate currently or in the future (collectively, our "Website").
Terms & Conditions - In General
By using this Website, you agree to be legally bound and to abide by these Terms & Conditions, just as if you had signed this agreement. If you do not comply with these Terms & Conditions at any time, we reserve the right, if applicable, to terminate your password, user account, and/or access to this Website (or any part thereof). In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website, including, but not limited to, (i) restricting the time the Website is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website. You agree that any termination or cancellation of your access to, or use of, the Website may be effected without prior notice. If you do not abide by the provisions of these Terms & Conditions, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and files in your user account and/or bar any further access to such information and/or files, or our Website. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Websites. From time to time, we may supplement these Terms & Conditions with additional terms and conditions pertaining to specific content, activities or events ("Additional Terms"). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms & Conditions.
Restrictions on Use of Materials
Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon for your personal, noncommercial use, provided that you comply fully with the provisions of these Terms & Conditions. You acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
The following activities are also expressly prohibited without TheHouseWorkOut.com's prior written permission: any non-personal or commercial use; use of any robot, spider, other automatic device, or manual process to monitor or copy the Web site or any of its content; "mirroring" the Web site or any content on any other server; collection or use of product listings, descriptions, or prices for a supplier of competitive or comparable products; and any action that imposes an unreasonable or disproportionately large load on the Web site or otherwise interferes with its functioning.
Health Disclaimer
The Content and other information presented on the Sites are for educational purposes only. A health care professional does not intend it as a substitute for medical counseling. Before starting this or any other diet or fitness program, consult your physician or other health care provider to determine if one or more of our diet and/or fitness programs are right for your needs. Do not start a diet or fitness program with us if your physician or health care provider advises against it. TheHouseWorkOut.com.com reserves the right to refuse or cancel your membership due to certain medical conditions. We also reserve the right to cancel your membership should you violate the terms and conditions of this Agreement and any other posted policy on the Sites. Memberships are non-transferable. We will use reasonable efforts to include accurate and up-to-date Content and information on the Sites. From time-to-time we will include content and/or information provided by third parties. By clicking on certain links within the Sites, you may leave the TheHouseWorkOut.com.com Site(s) for another Web site ("Third Party Site") which TheHouseWorkOut.com neither owns nor controls. TheHouseWorkOut.com.com shall not be liable to you for your use of a Third Party Site.
Online Orders
TheHouseWorkOut.com.com reserves the right to review all orders at which point we may accept or decline any order for any reason, regardless of any confirmation receipt sent to the customer. All orders must be reviewed for pre-approval and acceptance. Cancellations can be made on any order that has NOT shipped, except for special order purchases. TheHouseWorkOut.com.com is also NOT responsible for cancellation requests made after the product has shipped.
Shipping
TheHouseWorkOut.com.com retains ownership of all products until the point of payment has been received and product delivered, at which time ownership is given to the said customer. Shipping charges are applied to orders irrelevant to weight, size and destination of shipment.
Returns and Refunds
Downloadable Products
TheHouseWorkOut.com does not accept returns or refunds for downloadable products once you have downloaded these products.
Paid Memberships
TheHouseWorkOut.com does not accept returns or refunds for membership fees. We do allow for cancellations with regard to our membership program. Please see our Membership Agreement for further details.
Products Non-Food Items
We do accept returns of non-downloadable and non-food products within 15 days from date of purchase as long as they have not been opened. You will be responsible for shipping charges when returning products to us. We will accept returns of products ordered if there is a defect in which case we will decide on a case by case basis as to the return. You may contact Customer Service via our free email support center at help@TheHouseWorkOut.com.
Products Food Items
We do not accept returns of any food products including food-based products such as dietary supplements.
Canceling Orders
You can cancel your order for any product sold by TheHouseWorkOut.com as long as the order has not yet entered the shipping process.
We cannot accept product returns that are damaged or returned more than 15 days after the original delivery date. Also, we recommend that you send your return via an insured carrier. We are not responsible for lost returns.
Personal Information
At certain points in using the Sites, you will be asked to provide information to us. We collect two types of information from you, personally identifiable and non-personally identifiable. The personally identifiable information that we collect, includes but is not limited to, your first and last names, your street address (including the city, state and zip code), your telephone number and your credit card number. Non-personally identifiable information we collect includes, but is not limited to, your email address, your weight, your height, and your eating and fitness preferences. We do not sell personally identifiable information. We will not disclose your personally identifiable information in a manner inconsistent with this Agreement or any other posted policy on the Sites unless authorized by you to do so, or as required by law, or to protect our interests. We do reserve the right to transfer all information collected by TheHouseWorkOut.com upon sale and/or acquisition of the company.
Any non-personally identifiable information, communications or material you send to us by any method is deemed by us to be non-confidential and you expressly license TheHouseWorkOut.com.com to use, reproduce, and create derivative works from information, communications or material. The Company reserves the right to use comments, testimonials and other statements made by you on our Sites including, but not limited to those you may post on our bulletin boards, in our chat rooms, in marketing and promotional materials. If we choose to use your statements we will only use your first name and the first initial in your last name. Any information, communications or material you send to us must be truthful, legal, and not violate any third party intellectual property or other rights. We reserve the right to change this Agreement and any other posted policy on the Sites or to withdraw, change or add products or services contained within our Sites at any time. Please be sure to review our privacy policy.
Your User Account and Password
You agree to: (a) maintain all equipment necessary for your access to and use of the Sites; (b) maintain the security of your user identification, password and other confidential information relating to your TheHouseWorkOut.com.com account; (c) be responsible for all charges resulting from use of your TheHouseWorkOut.com.com account, including unauthorized use prior to your notifying TheHouseWorkOut.com.com of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting us to change your password; and (d) updating your personal information, including email address. Please review our privacy policy.
Becoming a Registered User
There is no cost to become a registered user of our Website. You do not have to become a registered user to use this Website. However, if you do not register, you may be precluded from using certain products, offerings, features, or resources of our Website. You must register in accordance with instructions that you will find on this Website to participate in, and to contribute to, any Forum or use of the "Public Profile" feature of our Website. A " Forum" means any chat room, message board, bulletin board, recipe swap, or similar activity where you and other users of our Website can communicate.
If you elect to become a registered user of our Website, you agree to provide us with true, accurate and complete information about yourself ("Registered User Data"), and to maintain and promptly update the Registered User Data to keep it accurate. Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of our Website (or any portion thereof). You agree not to assign, transfer or sublicense your rights as a registered user of this Website. Please review our privacy policy.
Membership
Please review our membership agreement.
Unsolicited Idea Submission Policy
TheHouseWorkOut LLC. ("TheHouseWorkOut.com"), and/or any of its employees, do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, suggestions, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when TheHouseWorkOut.com's products or marketing strategies might seem similar to ideas submitted to TheHouseWorkOut.com. So, please do not send your unsolicited ideas to TheHouseWorkOut.com or anyone at TheHouseWorkOut.com. If, despite our request that you not send us your ideas, you still send them, then regardless of what your letter, fax, or e-mail says, the following terms shall apply to your idea submission.
Terms of Idea Submission
You agree that: (1) your ideas will automatically become the property of TheHouseWorkOut.com, without compensation to you, and (2) TheHouseWorkOut.com can use the ideas for any purpose and in any way, even give them to others.
Submissions
If, at our request or on your own, you send, email, post or otherwise transmit to us or this Website information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles, stories about yourself or your weight loss, or other materials (including, but not limited to, posting, emailing, or otherwise transmitting Postings on any Forum) (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, our property. Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions. You also warrant that any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
Product and/or Service Feedback
TheHouseWorkOut.com does, however, welcome your feedback regarding many areas of TheHouseWorkOut.com's existing business. If you want to send us your feedback, and we hope you do, we simply request that you send it to us at help@TheHouseWorkOut.com. Please provide only specific feedback on TheHouseWorkOut.com's existing products or marketing strategies; do not include any ideas that TheHouseWorkOut.com's policy will not permit it to accept or consider. It's just one more way that TheHouseWorkOut.com can learn how to best satisfy your needs.
Feedback and Information
Any feedback you provide at this site shall be deemed to be non-confidential. TheHouseWorkOut.com shall be free to use such information on an unrestricted basis.
Privacy and Security
We are committed to protecting your privacy and security. For more information, you should review our Privacy Policy, which is incorporated into these Terms & Conditions by this reference.
Community Standards and Conduct Guidelines
You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, emailed or otherwise transmitted on our Website by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted community standards and conduct guidelines for the users of our Website (as described below), you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Website.
You agree not to use this Website (including any Forums) to:
1. Upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);
2. Harm minors in any way;
3. Impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of TheHouseWorkOut.com, our affiliates or any other person or entity, or falsely state or otherwise misrepresent your affiliation with TheHouseWorkOut.com, our affiliates or any other person or entity;
4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website;
5. Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
7. Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
8. Upload, post, email or otherwise transmit any Postings or other materials that contain 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;
9. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum;
10. Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
11. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
12. "Stalk" or otherwise harass another user or employee of this Website; or
13. Collect or store personal data or attempt to collect or store personal data about other users of the Website
Your privilege to use this Website (including the Forums) and contribute to discussions on the Forums depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of this Website and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, we may terminate, in our sole discretion, your use of, or participation in, any Forum.
All Forum communications, including, but not limited to, chat and message board communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of this Website (including any Forum) for adherence to the community standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings in the Forums, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities in any Forum. Although we reserve the right to remove, without notice, any Forum posting for any reason, we have no obligation to delete Postings that you may find objectionable or offensive.
Parental or Guardian Permission
Some of the Content on this Website may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS WEBSITE. We strongly recommend that children between the ages of 13 and 18 ask for their parent's or guardian's permission before viewing our Website.
Links
These Terms & Conditions apply only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.
Third Party Products and Services
You may order services, merchandise or other products through our Website from other parties (collectively, the "Third Party Sellers"). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.
TERMS OF SERVICE AND THEHOUSEWORKOUT.COM, END USER LICENSE AGREEMENT FOR DOWNLOADABLE PRODUCTS
TheHouseWorkOut.com. downloadable products are provided to you by way of a license according to the terms and conditions set forth in the TheHouseWorkOut.com., Inc., End User Agreement below.
IMPORTANT -- READ CAREFULLY BEFORE DOWNLOADING AND/OR USING THESE PRODUCTS: You may install only ONE copy of the Download. By clicking on the "Accept" button, downloading, copying or otherwise using the downloadable products, you agree to be bound by the terms of this License Agreement.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT DOWNLOAD THE PRODUCT(S). YOUR DOWNLOAD AND/OR USE OF THE DOWNLOAD ACKNOWLEDGES THAT YOU HAVE READ THE LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. AFTER YOU HAVE READ THE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, PLEASE CLICK ON THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS PAGE TO CONTINUE YOUR DOWNLOAD OF THE PRODUCT(S). YOU MUST AGREE TO THE TERMS OF THE LICENSE AGREEMENT, BY CLICKING THE "ACCEPT" BUTTON BELOW, IN ORDER TO USE THE DOWNLOADABLE PRODUCT.
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT. This TheHouseWorkOut.com.com End User License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and TheHouseWorkOut LLC. (the "Company") regarding the use of the Company's downloadable products, which includes but is not limited to, ebooks, calendars, diaries and any other downloadable products and may include associated media and related online or electronic documentation (collectively the "Download" or "Download Product").
GRANT OF LICENSE
The Company hereby grants to you a non-exclusive license to use the Download, subject to the following terms:
a) You may: (i) use the download on any single computer; and (ii) copy the download for back-up and archival purposes, provided, that any copy must contain all of the original Download's proprietary notices.
b)You may not copy, transfer or print/post/share the download with any other individual or entity regardless if it is a purchased download or a free download.
LICENSE RESTRICTIONS
a) You may not: (i) permit other individuals to use the download except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the download; (iii) copy the download (except for back-up or archival purposes) or distribute the Download to third parties; (iv) rent, lease, transfer, or otherwise transfer rights to the Download; or (v) remove any proprietary notices or labels on the Download. Any such forbidden use shall immediately terminate your license to the Download and may terminate your free membership or fee-based membership.
b) You agree that you shall only use the Download in a manner that complies with all applicable laws in the jurisdictions in which you use the Download, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
c) You may only use the Download for your private, non-commercial use. Under no circumstances shall you, the end user, be permitted, allowed or authorized to commercially exploit the Download. Neither you nor anyone at your direction shall profit in any manner or through any medium whatsoever to commercially exploit the Download or use the Download for any commercial purpose without the express written permission of the Company.
e) You may not use the Download in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
TITLE
Title, ownership, rights, and intellectual property rights in and to the Download shall remain in the Company. The Download is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Download shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE DOWNLOAD IS PROVIDED BY THE COMPANY "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES FOR THE DOWNLOAD, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, NON-INFRINGEMENT, AND TITLE. WARRANTIES (IF ANY) FOR ANY THIRD PARTY DOWNLOAD INCLUDED AS PART OF THE DOWNLOAD PRODUCT ARE PROVIDED EXCLUSIVELY BY THE MANUFACTURER OF THE THIRD PARTY DOWNLOAD. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE FOR THE THIRD PARTY DOWNLOAD. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE DOWNLOAD REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DOWNLOAD, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
INDEMNIFICATION
You agree to hold harmless, indemnify and defend the Company, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims in relation to your use and installation of this Download. THE COMPANY CANNOT BE HELD LIABLE FOR THE RESULTS OF ANY DIET OR EXERCISE PROGRAM CREATED WITH THE INFORMATION FOUND IN THE DOWNLOAD, AND ANY EXERCISE OR DIET PROGRAM SHOULD ALWAYS BE FOLLOWED WITH THE ADVICE OF A PHYSICIAN.
TERMINATION
This License Agreement will automatically terminate if you fail to comply with any provision of this Agreement. No notice shall be required from the Company to effect such termination. You may also terminate this License Agreement at any time by notifying the Company in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Download and shall certify destruction of all full or partial copies of the Download, including the documentation and any related materials provided by the Company. Your obligation to pay any accrued charges and membership fees that may be owed to the Company shall survive any termination of this License Agreement.
NO ASSIGNMENT BY LICENSEE
This Agreement is personal to you, and may not be assigned without the Company's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If the Company does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, the Company may terminate this Agreement on thirty (30) days' written notice. Both parties shall perform under this Agreement until such termination is effective. The Company may assign this Agreement at its sole discretion.
EXPORT RESTRICTIONS
You are responsible for complying with all trade regulations and laws both foreign and domestic. You agree that you will not export or re-export the Download (or portions thereof) to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the Download (or portions thereof): (i) to any country subject to a U.S. embargo or trade restriction; (ii) to any person or entity who you know or have reason to know will utilize the Download (or a portions thereof) in the production of nuclear, chemical, or biological weapons; or (iii) to any person or entity who has been denied export privileges by the U.S. government. By downloading and/or using the Download you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Download to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
MISCELLANEOUS
This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any written instrument submitted by you, whether formally rejected by the Company or not. The acceptance of any written instrument submitted by you is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of the Company. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Florida. Any and all unresolved disputes relating in any way to, or arising out of, your use of the Download or this License Agreement shall be submitted to such courts in the State of Florida. However, if a judgment of the state and/or federal courts in the State of Florida would be unenforceable against you for any reason, any unresolved dispute relating in any way to, or arising out of, your use of the Download or this License Agreement shall be submitted to arbitration in the State of Florida. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.