FitGrid Pro™ Instructor Terms of Service
Version 1.0 - Effective Date: July 20, 2017
- ACCEPTANCE OF TERMSFitGridPro is offered subject to acceptance without modification of FitGrid’s Instructor Terms of Service In addition, some services offered through FitGridPro may be subject to additional Terms of Service promulgated by FitGrid or the studio or studios which authorized your access to FitGridPro (“Your Studio”) from time to time. Your use of such services is subject to those additional Terms of Service, which are incorporated into these Terms of Service by this reference and you agree to be bound by these Terms of Service and all applicable laws and regulations governing the Service.
- ACCESS TO AND USE OF THE SERVICE
- Registration. As a condition to using FitGridPro, you will be required to register using an account id and a password chosen by You (collectively, your "Login Credentials"). You represent and warrant that (a) you are an Instructor and (b) all registration information you submit is accurate and truthful. FitGrid may, in its sole discretion, refuse to offer FitGridPro to any person and change its eligibility criteria at any time, in its sole discretion. You also consent to FitGrid communicating with you about the Service or in connection with the features, functions and activities contained therein by SMS, text message, email or other electronic means. Your carrier's normal, messaging, data and other rates and fees will apply to these communications.
- Login Credentials. You agree to never use another Instructor’s account or allow any third party to use yours. You are solely responsible for all activity that occurs under your Login Credentials and shall be responsible for maintaining their confidentiality. Misuse of Login Credentials or FitGridPro may result, at FitGrid’s sole discretion, in the cancellation of your and/or the Studio’s access and/or account or the pursuit of other remedies. You will immediately notify FitGrid in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
- Authorized Usage. You agree to use FitGridPro solely for the purpose of communication with Your Studio, Your Studio’s Clients (“Clients”) and Your Studio’s Instructors and only in accordance with the Terms of Service and the policies and procedures agreed to between you and Your Studio. You grant FitGrid, and all other persons or entities involved in the operation of FitGridPro, as well as Your Studio, the right to transmit, monitor, retrieve, store, and use your Login Credentials and related registration and information, including usage information, (a) in connection with the necessary operation of FitGridPro; (b) to facilitate communication between Your Studio and its Clients; and (c) to send messages on your behalf to Clients related to Studio offerings in general, and your classes in particular.
- Access to Software. Access and use of FitGridPro may require use of a media player or other software, application, plug-in or downloadable codec or other coding to make the programming content available or accessible. Any and all such software and accompanying information and data are licensed on a non-exclusive, non-transferable basis to you by FitGridPro. FitGridPro and its suppliers and licensors retain full and complete right, title, and interest in and to any and all such software, other technology and any and all intellectual property rights therein and thereto
- Third Party Suppliers. FitGridPro reserves all rights in and to FitGrid and FitGridPro and any of our third party suppliers' and licensors' content, software and technology, to the extent not expressly granted.
- INFORMATION ABOUT YOU
- From time to time, you may be required to provide additional information about yourself. We have the right to send you emails relating to your access or use of FitGridPro and/or your registration or account from time to time. Notifications sent to the email address then-associated with your account will be deemed to have been received, even if such email address is not updated or accurate.
- Following termination of your registration, we retain the right to archive and use your information for referring to later in the event you should decide to re-register or otherwise as may be required under applicable law.
- OWNERSHIP RIGHTS
You acknowledge that FitGridPro owns all right, title, and interest in (i) FitGridPro, including without limitation any software and other intellectual property therein or provided in connection therewith; (ii) all content created and transmitted through FitGridPro, including any notes or communication; and (ii) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by FitGrid in connection with providing Services. Instructor’s right to use FitGridPro does not include a license to the underlying technology used to provide FitGridPro and the underlying software shall not become a joint work of authorship under any circumstances. Instructors are granted a limited license to use the Service for the specific purpose it was intended and for no other. Inclusion of any part of the Service in any other work, whether printed, electronic or in any other form, is strictly prohibited, except as set forth in these Terms of Service. Permission for any other usage of the Service must be request in advance and approved by FitGrid in writing. As between Instructor and FitGrid, all software used or provided by FitGrid including but not limited to, the FitGrid Pro platform and its proprietary software (“Proprietary Software”), shall be the sole and exclusive property of FitGrid and you shall not acquire any Intellectual Property Rights or other interest in and to such software, or any messaging developed on such software.
Any Customer Suggestions (“Suggestions”) to modify the Proprietary Software to enable FitGrid to provide the Service (including, but not limited to, any specifications to enable new functionality of the Proprietary Software) shall belong to FitGridPro. You will not become a recognized contributor in connection with our Service or otherwise by making Suggestions. Subject to any separate written agreement to which FitGrid is a party, for all Suggestions, you grant FitGrid (and its successors and assigns) a non-exclusive, world-wide irrevocable, fully paid royalty free, perpetual license (with the right to sublicense through multiple tiers) in and to all rights you have in and to Suggestions, including, but not limited to, the right to use, copy, transmit publish, promote, publicly display, publicly perform adapt, modify, create compilations and derivative works of, and distribute Suggestions directly or in connection with the Service and any other products and services offered by FitGrid or any of its licensees or sublicensees. Such license shall apply with respect to any form, media or technology now known or later developed.
The term "Content" includes, without limitation, any tools, services, videos, audio clips, written comments, information, data, text, photographs, software, works of authorship, graphics, and interactive features generated, provided, or otherwise made accessible by FitGrid, its content providers, or third parties through FitGridPro.
You agree that FitGridPro contains Content specifically provided by FitGrid and that as between you and FitGrid such Content is the property of FitGrid and is protected under U.S. and international intellectual property laws, including copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Notwithstanding that some of FitGrid Content may not be created by us, the collection of all of the content and our original FitGrid Content is a collective work under U.S. copyright law and is the exclusive property of FitGrid and protect by U.S. and international copyright laws, unless otherwise provided in any applicable Agreement. You shall abide by all copyright notices, information, and restrictions contained in any such Content. You shall not sell, license, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, display in frames, link to, or otherwise commercially exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the express written consent of the respective owners or other valid right, or (ii) in any way that violates any third party right.
FitGrid reserves the right to remove any Content from FitGridPro at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if FitGrid is concerned that there has been a violation of the Terms of Service or any law).
- INSTRUCTOR SUBMISSIONS
FitGridPro may provide you with the ability to upload, submit, post, disclose, distribute or otherwise transmit (hereafter, "posting") content, videos, audio clips, written comments, information, data, text, photographs, and other information to FitGridPro ("Instructor Submissions"). Unless otherwise agreed, ownership rights in your Instructor Submissions will be retained by you or Your Studio or the original author or licensor, as the case may be; however, upon its submission or contribution, you agree to grant, and hereby do grant, to FitGridPro an irrevocable, worldwide, non-exclusive, royalty-free, fully sublicenseable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Instructor Submissions in any media formats now or hereafter created and through any media channels now or hereafter created, including but not limited to use on FitGridPro in any manner. Even though you (or, as applicable, Your Studio) may retain ownership rights in Instructor Submissions, FitGridPro has no obligation to provide credit, attribution or authorship to you or to retain, archive, return and/or provide any tangible or intangible copies to you, of or in relation to your Instructor Submissions.
You will be solely responsible for your own Instructor Submissions and the consequences of posting them, and should you post an Instructor Submission, you represent and warrant that you own or otherwise control all rights, and have all necessary consents, to post such Instructor Submissions and that disclosure and use of such Instructor Submissions by FitGrid (including without limitation, publishing content on FitGridPro) will not infringe or violate the rights of any third party, including without limitation any privacy, publicity, contract or other rights of any person or entity We adhere to the Digital Millennium Copyright Act (“DMCA”), and thus reserve full right to remove, in our sole discretion and determination, any content about which we may receive a notice of infringement pursuant to the DMCA. To the extent any such content we remove is an Instructor Submission by you, you may be liable for damages (including costs and attorneys’ fees). If you would like to contact us about any potentially or allegedly infringing content, please see here.
- You shall not post any Instructor Submissions that contain misleading, false, or inappropriate language or statements. You are responsible for confirming the accuracy and compliance with any applicable legal requirement or professional or ethical standard, including all Can-Spam rule requirements, of any information contained in postings from your account by means of the FitGridPro.
- FitGrid does not endorse any Instructor Submissions or any opinion, recommendation, or advice that may be expressed. FitGrid has the right, but not the obligation, to monitor FitGridPro, Service, Content, or Instructor Submissions without prior notice. FitGrid may remove any Instructor Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Instructor Submission). FitGrid will consider requests to remove Instructor Submissions on a case-by-case basis subject to Section 18, if applicable.
- Under no circumstances will FitGrid be liable in any way for any Instructor Submissions, including, but not limited to, any errors or omissions in any Instructor Submissions, or any loss or damage of any kind incurred in connection with use of or exposure to any Instructor Submissions posted, emailed, accessed, transmitted or otherwise made available via FitGridPro.
- RULES AND CONDUCT
YOU AGREE TO IMMEDIATELY NOTIFY YOUR STUDIO AND FITGRID IF THE MOBILE DEVICE OR COMPUTER WITH WHICH YOU ACCESS FITGRIDPRO IS OR MAY BE LOST, STOLEN OR MATERIALLY COMPROMISED. As a condition of use, you promise not to use FitGridPro for any purpose that is prohibited by law, and by the Terms of Service., or any other purpose not reasonably intended by.
- You shall not (and shall not permit any third party to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content or communications on or through FitGridPro, that:
- fails to comply with any applicable legal requirement;
- is not in accordance with your Studio’s communication guidelines;
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
- is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of or fails to respect another's privacy, tortious, sexually explicit, offensive, or profane;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- involves commercial activities and/or sales without FitGrid’s prior written consent;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of FitGrid or any third party; or
- impersonates any person or entity, including any employee or representative of FitGrid.
- Solicit passwords or personally identifying information for unlawful or otherwise improper purposes from any person
- Use automated means, including, spiders, robots, crawlers, or the like, or manual process to access or download data from Your Studio’ or FitGrid’s databases or send e-mails using such automated means through the Service or attempt, through any means, to gain unauthorized access to the Service or another Authorized Instructor’s account;
- Send messages or otherwise use the Service in a manner that implies that you, Your Studio, or FitGridPro is providing medical advice, care management, or any service other than the services offered by Your Studio service;
- Utilize the Service if you are ineligible to so utilize the Service, including, but not limited to, after the Services has been terminated.
- Additionally, you shall not:
- take any action that imposes or may impose (as determined by FitGrid in its sole discretion) an unreasonable or disproportionately large load on FitGrid’s (or its third party providers’) infrastructure;
- interfere or attempt to interfere with the proper working of FitGridPro or any activities conducted on FitGridPro;
- bypass any measures FitGrid may use to prevent or restrict access to FitGridPro (or other accounts, computer systems or networks connected to FitGridPro);
- run any form of auto-responder or "spam" on FitGridPro; or
- use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the FitGridPro;Create a database, collection, arrangement or compilation comprising all or any portion of the materials appearing on FitGridPro or acquired via access or use of FitGridPro. Without limiting the foregoing, without both Fervidor’s and Your Studio’s express prior approval in writing, you will not engage in any systematic extraction of data or data fields from FitGridPro even if your intention or purpose may not be to create a database collection, arrangement or compilation.
- encumber, transfer, sublicense, distribute, reproduce, create derivative works from or otherwise modify any products or services made available through access of FitGridPro;
- disclose, harvest, or otherwise collect information, including e-mail addresses, or other private information about any third party without that party’s express consent; or
- feature, submit, publish, describe, refer to or include any personal information, such as first and last name, address or other identifying characteristics or traits, about any individual without their express consent;
- engage in any activity intended to obtain password, account, or private information from any user;
- transmit unwanted email or other communications;
- submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops) or off-topic content;
- knowingly permit any third party to do any of the foregoing.
- No data, content or other materials made available through FitGridPro may be used, copied, reproduced, distributed, transmitted, broadcast, displayed, shown in public performance, sold, licensed, or otherwise exploited for any purposes whatsoever, other than for Your Studio’s internal business purposes in accordance with their policies and procedures. The foregoing does not limit your ability to use data, content or other materials (such as personal contact and related information) provided by you in your capacity
- You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of FitGridPro, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of FitGridPro, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder.
- Notwithstanding anything to the contrary contained in these Instructor Terms of Service or any agreement involving FitGridPro and relating to Your Studio, no information submitted by you as an individual shall in any way be deemed to be privacy protected, confidential or proprietary, even if you expressly label such information to be private, personal, confidential or proprietary. FitGridPro has no privacy or confidentiality obligations to you in respect of such information to you personally or to any entity associated with Your Studio. Any information you may post or communicate using FitGridPro will be deemed to be “known by the general public” and FitGridPro shall bear no fault, responsibility, obligation or liability therefor, even if FitGridPro was used in part in relation thereto.
You understand and acknowledge that your access to FitGridPro may bring you in contact with personal or other information about Clients through your Studio’s account or usage history, and that failure to abide by the confidentiality and discretion appropriate for dealing with such information may result in liability of or enforcement against you personally and/or for Your Studio.
You also understand that and acknowledge that your access to FitGridPro may bring you into contact with information that is proprietary to a Studio. The information about one Studio obtained through FitGridPro may not be shared with any other Studio.
- CHANGE OF STATUS/TERMINATION
- Your access or use of all or any aspect of FitGridPro, may be suspended or terminated by us at any time in our sole discretion. You may appeal our decision to terminate or suspend your access or use thereof by sending us an email to firstname.lastname@example.org. To the extent we terminate or suspend your access or use thereof, our sole obligation will be to consider such an appeal, and our decision on such appeal will be in our sole discretion and shall be final and binding. All of your obligations (but not the benefits except as expressly provided herein) and FitGrid’s rights provided in these Instructor Terms of Service shall survive any termination or suspension of your account or access/use rights.
- If your affiliation with Your Studio changes, and/or Your Studio terminates its or your access or account with us, your continued access to any content will terminate upon your termination of employment or authorization, as managed by Your Studio. If, for whatever reason, your access to such content of Your former Studio is not terminated, due to inadvertence or other reasons, you agree to cease further use of such data or content for any purpose whatsoever, unless otherwise expressly authorized by such former Studio.
- USE OF CONTENT
You assume full responsibility for any use of the Content and information accessible via FitGridPro as well as any Instructor Submissions, and agree that neither FitGrid, its affiliates nor any of their respective equity holders, directors, officers, employees, contractors, agents, partners, suppliers, participants, content providers or representatives are responsible or liable for any claim, loss, or damage arising from (a) the use of the Content, Instructor Submission and/or other information, (b) your failure or that of any other Instructor to comply with any applicable legal requirement.
IT IS YOUR SOLE RESPONSIBILITY TO COMPLY WITH ANY AND ALL APPLICABLE LEGAL REQUIREMENTS, AS WELL AS INSTITUTIONAL, PROFESSIONAL AND ETHICAL GUIDELINES WITH RESPECT TO CLIENT CONFIDENTIALITY. FITGRID CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE USE OR MISUSE OF CLIENT DATA OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED BY YOU WHILE USING FITGRIDPRO.
- GENERAL DISCLAIMERS
FITGRIDPRO CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, FITGRID HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, NEITHER FITGRID, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, PARTICIPANTS, CONTENT PROVIDERS OR REPRESENTATIVES WARRANT THAT: (A) FITGRIDPRO WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE SERVICE WILL BE ERROR-FREE OR ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH FITGRIDPRO IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM FITGRIDPRO, OR (F) THE RESULTS OF USING FITGRIDPRO WILL MEET YOUR REQUIREMENTS.
FITGRIDPRO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY IN ANY CONTENT FEATURED OR LINKED FROM FITGRIDPRO.
You agree to defend, indemnify, and hold harmless FitGrid, its affiliates and each of their respective equity holders, directors, officers, employees, contractors, agents, partners, suppliers Content providers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (a) your use of FitGridPro, Content and/or any Instructor Submissions (including your own) and any use, misuse, loss or theft or destruction of any device by which you have used FitGridPro, (b) your relationship with a Client, (c) your violation of the Instructor Terms of Service, or (d) infringement or violation by you, or any third party using your account, of any intellectual property or other right of any person or entity (including any right of privacy). FitGrid reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with FitGrid in asserting any available defenses.
- LIMITATION OF LIABILITY
IN NO EVENT WILL FITGRID BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING ALTERNATIVE CONTENT OR PROGRAMMING) ARISING OUT OF OR IN CONNECTION WITH THESE INSTRUCTOR TERMS OF SERVICE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GO SWIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. GO SWIM’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- INTERNATIONAL USE
FitGrid makes no representation that FitGridPro is appropriate or available for use in locations outside of the United States, and accessing FitGridPro is prohibited from territories where such service is illegal. If you access FitGridPro from other locations, you do so at your own initiative and are responsible for compliance with local laws.
- DISPUTE RESOLUTION
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and FitGrid agree that any cause of action arising out of or related to FitGridPro brought by you or on your behalf must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Instructor Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America except that FitGrid may seek injunctive or similar equitable relief at any time from any court of competent jurisdiction. Any dispute arising from or relating to the subject matter of these Terms of Service shall be finally settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”), using the English language in accordance with the Arbitration Rules and Procedures of the AAA then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators in accordance with the Arbitration Rules and Procedures of AAA. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
- INTEGRATION AND SEVERABILITY
The Instructor Terms of Service, together with any other legal notices published by us on FitGrid.com constitute the entire agreement between you and us concerning your use of FitGridPro and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and FitGrid with respect to FitGridPro. Access and use of FitGridPro are or will be governed by additional other agreements between or among us and Your Studio (or its affiliate). If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. All Instructor Terms of Service that by their terms are intended or reasonably expected to survive any termination or expiration hereof shall survive any termination or expiration for whatever reason.
FitGrid shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond FitGrid’s reasonable control. The Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with FitGrid's prior written consent. FitGrid may assign, transfer or delegate any of its rights and obligations hereunder without consent. Many of the provisions of these Terms of Service are for the benefit not only of FitGrid, but also Your Studio, and Your Studio shall have the right to assert and enforce those provisions directly against you on its own behalf. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees. FitGrid may deliver notice to you under this Terms of Service by means of electronic message to the address/number you provided FitGrid in registration or by written communication delivered by U.S. mail or courier to your address on record with FitGrid. You may give notice to FitGrid at any time via secure electronic text message to FitGrid or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the address specified in Section 18.
This Terms of Service will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Service shall not be considered a waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.
- DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
FitGrid has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (available at www.copyright.gov/title17/92appb.pdf and summarized by a US governmental authority at http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of FitGrid’s Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy. References in this Section 18 to “Content” include Instructor Submissions.
It is FitGrid’s policy to (1) block access to or remove Content that it believes in good faith may be copyrighted material that may have been illegally copied and distributed by any Qualified Instructor, affiliate, entity licensee of FitGridPro, or Content provider, and (2) remove and discontinue service to repeat offenders.
Please contact FitGrid’s Designated Agent to Receive Notification of Claimed Infringement:
- Procedure for Reporting Copyright Infringements:If you believe that Content residing on or accessible through FitGridPro infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed
- Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that FitGrid is capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, e-mail address;
- A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
- Once Proper Bona Fide Infringement Notification is received by the Designated AgentIt is FitGrid's policy:
- To remove or disable access to the infringing Content;
- To notify the Content provider that it has removed or disabled access to the Content; and
- That repeat offenders will have the infringing Content removed from the system and, if applicable, that FitGrid will terminate such offender's access to FitGridPro.
- Procedure to Supply a Counter-Notice to the Designated Agent. If the Content provider believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the Content provider may send a counter-notice containing the following information to the Designated Agent listed below:
If a counter-notice is received by the Designated Agent, FitGrid may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at FitGrid’s discretion.
- A physical or electronic signature of the Content provider;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that the Content provider has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Content provider’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the state or federal Court for the judicial district in which the Content provider’s address is located, or if the Content provider’s address is located outside the United States, for any judicial district in which FitGrid is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
33 West 17th Street
New York, NY 10011
FitGrid reserves the right, at its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, limit or discontinue FitGridPro (including without limitation, the availability of any feature, database, or content) at any time. Except in instances in which FitGrid has reserved the right to take any of the foregoing actions without notice, FitGrid may notify you of such action by posting a notice on FitGridPro or by sending you an electronic message. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of FitGridPro following posting of any changes to the Terms of Service constitutes acceptance of those changes.