Last Updated: January 3rd, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
Trainersvault Holdings Inc. ("Trainersvault", "we", "us", or "our") provides an online platform that helps users find, coordinate, and maintain quality personal training services. These terms of service (“Terms”) are a contract between you and Trainersvault and govern your access to and use of our website at www.trainersvault.com (the “Site”) or any of our services, including but not limited to our mobile application, content, products, goods, services, promotions, software, technology and any other materials (together with the Site, collectively, the “Services”) that we may provide.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to such company or other legal entity.
Certain areas of the Site and your access to or use of certain aspects of the Services may have terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Services, the latter terms and conditions will take precedence with respect to your use of or access to such area of the Services.
TABLE OF CONTENTS
How the Services Work
Termination and Account Cancellation
Limitation of Liability
Controlling Law and Jurisdiction
Trainersvault reserves the right, at its sole discretion, to modify the Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the Terms, as modified. If the Terms, as modified, are not acceptable to you, your only recourse is to cease using the Services.
The Services are intended solely for persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.
3. HOW THE SERVICES WORK
Trainersvault offers various services to help members of Trainersvault find personal trainers or coordinate with clients. The services we offer include, among other things:
Enabling members of Trainersvault who provide personal training services ("Trainers") to post profiles on the Services, list through the Services available appointments for scheduling training sessions (such listings, “Listings”, and such appointments, “Appointments”) and receive, via the Services, Appointment requests from Clients (as defined below) in connection with Listings.
Enabling members of Trainersvault who are seeking personal training services from Trainers ("Clients", and together with Trainers, “Members”) to find and book appointments with Trainers.
Providing search functionality through the Services to allow Clients to narrow the pool of Trainers they are interested in booking Appointments with based on needs and preferences.
Providing a communication platform that allows Clients and Trainers to communicate with one another.
Providing tools and information to help Clients and Trainers make more informed decisions, such as ratings and reviews of Trainers.
We enable Trainers to post training materials (“Trainer Materials”) on the Services, and we enable Clients to view such Trainer Materials, some of which are provided for a fee.
We offer Clients the ability to interact with Trainers and other Clients on the Services, such as by commenting on a Trainer’s workouts or posting photos of his or her fitness progress and results.
4. ACCOUNT REGISTRATION
Available Appointments are included in Listings. In order to access certain features of the Services and to book an Appointment or create a Listing, you must first register to create an account (a “Trainersvault Account”) and become a Member.
We will create your Trainersvault Account for your use of the Services based upon the personal information you provide to us. You may not have more than one (1) active Trainersvault Account. You agree to provide accurate and complete information during the Trainersvault Account registration process and to update such information to keep it accurate and complete. You agree that you will not disclose your Trainersvault Account password to any third party and that you will take sole responsibility for any activities or actions taken in connection with your Trainersvault Account, whether or not you have authorized such activities or actions. You shall immediately notify Trainersvault of any unauthorized use of your Trainersvault Account.
5. APPOINTMENT LISTINGS
Creation of Listings
As a Trainer, you may use the Services to create Listings for the booking of Appointments by Clients. Listings will include some or all of the following information about an Appointment: the location, type or sport of training, time or general availability, pricing and related rules and financial terms of the Appointment. In order to be featured in Listings, each Listing for an Appointment must have a valid physical address. Clients will be able to book an Appointment with you based upon the information provided in your Listing. As a Trainer, you understand and agree that once a Client requests a booking of an Appointment in connection with one of your Listings, the price for such booking may not be altered.
As a Trainer, you represent and warrant that your Listings and Appointments (i) will not breach any agreements you have entered into with any third party, (ii) will be in compliance with all applicable laws, tax requirements, and rules and regulations, and (iii) does not conflict with the rights of any third party.
Trainersvault reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including but not limited to Listings that Trainersvault, in its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.
Please note that Trainersvault does not currently charge fees for the creation of Listings (our “No Listing Fee Policy”). You acknowledge and agree, however, that Trainersvault reserves the right, in its sole discretion, to charge a fee in connection with future Listings. Trainersvault will update these Terms to reflect any changes to our No Listing Fee Policy, and will send an e-mail notice to all Members at least 30 days prior to implementation of any changes.
You understand and agree that Trainersvault does not act as an insurer. Trainersvault recommends that each Trainer obtains appropriate insurance to cover both such Trainer and such Trainer’s Clients in connection with such Trainer’s Appointments. Please review any insurance policy that you may have for such purposes carefully, and in particular, please make sure that you are familiar with and understand any exclusions to, and deductibles in connection with, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients and, if applicable, any individuals such Clients invite to the Appointment, in each case while attending your Appointment.
If a booking for an Appointment is requested by a Client, the relevant Trainer will be notified of such request by e-mail. If such Trainer is unable to meet with such Client for such requested Appointment, such Client must contact Trainersvault within 24 hours of the scheduled Appointment to request a refund.
Any amounts collected by Trainersvault for the requested booking will be refunded to the credit card that such Client used to book such Appointment and any pre-authorization of such credit card will be released within a commercially reasonable time.
Each Trainer, and not Trainersvault, is solely responsible for honoring any confirmed bookings of such Trainer’s Appointments. If a Client books an Appointment with a Trainer, such Client will be subject to the terms and conditions posted by such Trainer in the relevant Listing. We encourage each Client to carefully read such terms and conditions and to not book an Appointment if such Client does not agree to be bound by such terms and conditions. All Members acknowledge and agree that Trainersvault is not a party to such agreements between Trainers and Clients.
Once a Client books an Appointment and pays Trainersvault the relevant Client Fees (as defined below), the Client’s payment obligation to the relevant Trainer in connection with such Appointment is extinguished. Trainersvault is thereby responsible for remitting the relevant Appointment Fees (as defined below), less applicable Trainer Fees (as defined below), to such Trainer. In the event Trainersvault fails to remit any such amounts to such Trainer, such Trainer acknowledges and agrees that such Trainer will have recourse only against Trainersvault.
Once payment of your confirmed booking of an Appointment is complete, you will receive a confirmation e-mail summarizing your confirmed booking.
Cancellations and Refunds
Terms and conditions relating to the refund and cancellation policy of Trainer in connection with an Appointment is available in the applicable Listing. Trainersvault’s ability to refund an Appointment Fee and, in some cases, other amounts charged to a Client, will depend upon the terms and conditions of the applicable refunds and cancellation policy. Each Trainer acknowledges and agrees that Trainersvault may, in accordance with the applicable refunds and cancellation policy reflected in the relevant Listing, (i) permit the relevant Client to cancel such booking, and (ii) refund to the relevant Client that portion of the Appointment Fees specified in such cancellation policy.
If a Client cancels a requested booking of an Appointment before such booking is confirmed by the relevant Trainer, any applicable pre-authorized charge to such Client’s credit card will be canceled or refunded within a commercially reasonable time. If a Client cancels a requested booking of an Appointment after such booking is confirmed by the relevant Trainer, such cancellation will be subject to the terms and conditions of the applicable refunds and cancellation policy reflected in such Trainer’s applicable Listing.
If a Trainer cancels a booking of an Appointment after such booking is confirmed by such Trainer, (i) Trainersvault will refund the Client Fees for such booking to the applicable Client within a commercially reasonable time of the cancellation and (ii) the Client may receive an e-mail or other communication from Trainersvault containing, among other things, alternative Listings. For purposes of clarity, bookings of any such alternative Listing will be subject to the terms and conditions set forth by the relevant Trainer in connection with such alternative Listing. If a Trainer cancelled a confirmed booking and you, as a Client, have not received an e-mail or other communication from Trainersvault, please contact Trainersvault via [email protected]rainersvault.com.
Fees Charged to Clients
Appointment Fees When booking an Appointment, each Client is charged a fee in consideration for such Appointment (the “Appointment Fee”). Appointment Fees will be inclusive of applicable taxes where required by law.
Please note that it is the Trainer, and not Trainersvault, who determines the amount of the relevant Appointment Fee.
Booking Fees When booking an Appointment, each Client is also charged a fee based on a flat rate in consideration for the booking services provided by Trainersvault (the “Booking Fee”). Booking Fees will be inclusive of applicable taxes where required by law.
Client Fees The Appointment Fees, the Booking Fees and all applicable taxes are collectively referred to herein as the “Client Fees”. Listings for Appointments will display the Client Fees. Trainersvault will collect the Client Fees when a Client books an Appointment and will initiate payment of the relevant portion of the Appointment Fees to the relevant Trainer within 24 hours after such Client attends such Appointment (except to the extent that a refund is due to such Client).
Each Client agrees to pay Trainersvault the applicable Client Fees in connection with an Appointment booked by such Client that is confirmed by the relevant Trainer. To facilitate bookings, the Client acknowledges and agrees that Trainersvault, on behalf of the Trainer, reserves the right, in its sole discretion, to (i) obtain a pre-authorization for the applicable Client Fees via such Client’s credit card, or (ii) charge such Client’s credit card a nominal amount, not to exceed one dollar ($1), to verify such Client’s credit card. Once Trainersvault receives confirmation of such Client’s booking of an Appointment from the applicable Trainer, Trainersvault will charge the Client’s credit card in the amount of the Client Fees set forth in the relevant Listing in accordance with these Terms. Please note that you, as a Client, may be charged additional transaction or processing fees by your credit card company in connection with Trainersvault's collection of the applicable Client Fees.
Fees Charged to Trainers
In consideration for the booking services provided to Trainers, Trainersvault charges a fee to Trainers based upon a fixed amount (the “Trainer Fees”, and together with the Client Fees, the “Service Fees”). Trainer Fees are deducted from the relevant Appointment Fees before Trainersvault remits the balance of such Appointment Fees to the Trainer.
Balances will be remitted by Trainersvault to Trainers via PayPal or direct deposit. Please note that for any payments by Trainersvault in currencies other than U.S. dollars, Trainersvault may deduct foreign currency processing costs from such payments.
Trainer Fees incurred by Trainers are final and non-refundable, unless otherwise determined by Trainersvault.
Appointment of Trainersvault as Payment Agent
All Members hereby appoint Trainersvault, or a third party service provider on behalf of Trainersvault, to act as a payment collection agent between Clients and Trainers, in order to collect Client Fees from Clients and remit payment of Appointment Fees, less applicable Trainer Fees, in each case in connection with each Appointment. Client Fees in connection with an Appointment shall be collected by Trainersvault, or a third party service provider on behalf of Trainersvault, at the time of the relevant Client’s booking of such appointment, and Appointment Fees, less applicable Trainer Fees, shall be remitted to the relevant Trainer in connection with such Appointment within a reasonable time after conclusion of such Appointment. Payment of the relevant fees in such manner shall be considered the same as payment made directly by the Client to the Trainer.
Third Party Service Provider
7. NO ENDORSEMENT
Trainersvault does not endorse any Members or Appointments. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member's purported identity. Accordingly, we encourage you to communicate directly with other Members on Services regarding any bookings or Listings made by you. You agree to take reasonable precautions in all interactions with Members or other users of the Services, particularly if you decide to meet offline.
8. USER CONDUCT
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services, you may not and you agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Services or Content;
use the Services for any purposes that are not expressly permitted by these Terms;
copy, store or otherwise access any information contained on the Services or in the Content for purposes not expressly permitted by these Terms;
infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
use the Services in connection with the distribution of unsolicited commercial e-mails or advertisements unrelated to lodging in a private residence; or
advocate, encourage, or assist any third party in doing any of the foregoing.
Your use of the Services, including all content you post through the Services, must comply with all applicable laws and regulations.
Trainersvault has the right, but not the obligation, to monitor all conduct on and Content (as defined below) submitted to or through the Services. Trainersvault further reserves the right, in its sole discretion, to: (i) alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion and/or to satisfy or comply with applicable laws, regulations and/or legal processes; or (ii) investigate and take appropriate legal action against anyone who violates these Terms, including removing the offending communication from the Services and terminating or suspending the accounts of such violators.
Each Trainer is responsible for such Trainer’s own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at each of Trainer’s Appointment at such Trainer’s request or invitation, excluding the relevant Client and the individuals such Client invites to such Appointment, if applicable.
10. INTELLECTUAL PROPERTY
For purposes of these Terms, “Content” shall mean any text, graphics, images, music, software, audio, video, information or other materials. “Member Content” shall mean all Training Materials and Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Services. "Trainersvault Content" shall mean all Content that Trainersvault makes available through the Services, including any Content licensed from a third party, but excluding Member Content. “Collective Content” shall mean both Member Content and Trainersvault Content.
Intellectual Property (“IP”) Ownership
The Services and Trainersvault Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Trainersvault Content, including all associated intellectual property rights is the exclusive property of Trainersvault and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content.
Trainersvault may, in Trainersvault’s sole discretion, permit Members to post, upload, publish, submit or transmit Member Content on or through the Services. Each Member retains all of such Member’s ownership rights in all Member Content that such Member submits to or through the Services. Any Member Content other than your own Member Content is the property of the relevant Member uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights.
Trainersvault IP License
Subject to your compliance with these Terms, Trainersvault grants you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license, to access and view the Trainersvault Content solely for your personal use only and not for commercial exploitation, except as expressly permitted by these Terms.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Trainersvault Content, except as expressly permitted by these Terms.
Member IP License
By making available any Member Content on or through the Services, you hereby grant to Trainersvault a worldwide, irrevocable, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Services. Trainersvault does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
By making available any Member Content on or through the Services, you also grant a worldwide, non-exclusive, royalty-free, fully paid up, license to other Members of the Services to view your Member Content for their personal, non-commercial purposes. Notwithstanding the foregoing, nothing in these Terms grants any rights to any other user of the Services with respect to any media, proprietary name, logo, trademark or service mark contained in any Member Content that you upload.
You represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Trainersvault the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of such Member Content or Trainersvault's use of such Member Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Liability for Member Content
You hereby acknowledge and agree that Trainersvault cannot and does not review Member Content, and neither Trainersvault nor Trainersvault’s officers, directors, shareholders, employees, subsidiaries, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers (collectively, “Affiliates”) have any obligation, and may, but does not undertake or assume any duty to, monitor the Services for Member Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law.
11. THIRD-PARTY CONTENT
The Services may contain links to third-party websites or resources (“Third-Party Content”). You acknowledge and agree that Trainersvault is not responsible or liable for: (i) the availability or accuracy of such Third-Party Content; or (ii) the content, products, or services on or available from such Third-Party Content. Links to such Third-Party Content do not imply any endorsement by Trainersvault of such Third-Party Content or the content, products, or services available from such Third-Party Content.
Additionally, you acknowledge and agree that if you follow a link or otherwise navigate away from the Services, these Terms will no longer govern your use of and access to such Third-Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Services. Your access and use of Third-Party Content is at your own risk. Trainersvault does not control such Third-Party Content, and is not responsible for the content of such Third-Party Content.
You acknowledge and agree that Trainersvault shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any Third Party Content.
Trainersvault may e-mail or provide Members with coupons, offers, and other specials from third parties (collectively, “Promotions”). Trainersvault is not responsible for the redemption, errors, omissions, or expiration of Promotions. All Promotions featured as a part of the Services are subject to change without notice and we have no control over their legality or the ability of any merchant to complete such Promotions.
Trainersvault is constantly looking for ways to improve our Services. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services by e-mailing us at [email protected].
If you provide feedback to Trainersvault regarding the Services (“Feedback”), you acknowledge that such Feedback is not confidential and you authorize Trainersvault to use such Feedback without restriction and without payment to you. Accordingly, you hereby grant to Trainersvault a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use Feedback in any manner and for any purpose.
13. COPYRIGHT POLICY
Trainersvault respects copyright law and expects Members to do the same. Trainersvault will promptly remove materials from the Services in accordance with the Digital Millennium Copyright Act ("DMCA") if Trainersvault is properly notified that the materials infringe a third party's copyright. It is Trainersvault's policy to terminate, in appropriate circumstances, the Trainersvault Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Filing a DMCA Notice to Remove Copyrighted Content-for Copyright Holders
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
Your name, address, telephone number, and e-mail address (if any).
A description of the copyrighted work that you claim has been infringed.
A description of where on the Services the material that you claim is infringing may be found, sufficient for Trainersvault to locate the material (e.g., the URL).
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Your electronic or physical signature.
You may submit this information via:
E-mail: [email protected]
Offline: Trainersvault’s Copyright Agent (see contact information below)
Filing a DMCA Counter-notification to Restore Removed Content for Trainersvault Users
If you believe that your material has been removed by mistake or misidentification, please provide Trainersvault with a written counter-notification containing the following information:
Your name, address, telephone number, and e-mail address (if any).
A description of the material that was removed and the location on the Services where it previously appeared (e.g., the URL).
A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which Trainersvault may be found (which includes the United States District Court for the Central District of California), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
Your electronic or physical signature.
You may submit this information via:
E-mail: [email protected]
Offline: Trainersvault’s Copyright Agent (see contact information below)
Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.
In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further.
In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
Trainersvault may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.
Trainersvault’s Copyright Agent
You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to Trainersvault’s Copyright Agent:
Trainersvault Holdings Inc. Attn: Trainersvault Legal
621 S Spring Street #1007
Los Angeles, California 90014
Please note that any video content made available on or through the Services which contains or displays the YouTube, Inc. (“YouTube”) logo or which is provided via the YouTube player is provided to you by YouTube and from YouTube’s servers, and Trainersvault thus does not have the ability to permanently remove all or any such content from YouTube’s servers. If you believe that your work is available through the Services via YouTube in a way that constitutes copyright infringement, please: (i) contact YouTube directly in accordance with YouTube’s copyright policies at: http://www.youtube.com/t/terms and (ii) contact Trainersvault by sending us a notice in accordance with the provisions of this section.
14. TERMINATION AND TRAINERSVAULT ACCOUNT CANCELLATION
You may cancel your Trainersvault Account at any time via the "Cancel Account" feature of the Services. Please note that if your Trainersvault Account is cancelled, we do not have an obligation to delete or return to you any Member Content you have posted to the Services, including, but not limited to, any reviews or Feedback.
In addition, you understand and agree that, at any time and without prior notice Trainersvault reserves the right to (1) deactivate and/or suspend your Trainersvault Account and/or (2) terminate your access to or use of the Services, in the event: (a) you create more than one (1) Trainersvault Account, (b) if any information provided during the registration process or thereafter proves to be inaccurate or incomplete, or (c) you have failed to comply with or have violated any of these Terms.
Upon any such termination by Trainersvault, any undisputed, remaining positive balance on your Trainersvault Account will be repaid to you within a reasonable timeframe. In the event Trainersvault terminates these Terms or your access to our Services, or deactivates your Trainersvault Account, or you cancel your Trainersvault Account, you will remain liable for all amounts due hereunder.
Effect of Termination
Upon termination, all licenses granted by Trainersvault to you hereunder will terminate and you shall immediately cease using the Services. The following Sections of these Terms shall survive termination and remain effective: Section 12 (Intellectual Property), Section 13 (Third-Party Content), Section 14 (Feedback, Section 15 (Copyright Policy), Section 16 (Termination and Trainersvault Account Cancellation), Section 17 (Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnication), Section 21 (Entire Agreement), Section 22 (Assignment), Section 23 (Controlling Law and Jurisdiction), Section 24 (Dispute Resolution), Section 25 (General) and Section 26 (Contacting Trainersvault). In the event of account deletion for any reason, Member Content that you submitted to the Services may no longer be available. Trainersvault shall not be responsible for the loss of such Member Content.
THE SERVICES OFFER HEALTH AND FITNESS INFORMATION AND ARE DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON OR THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION AVAILABLE THROUGH THE SERVICES AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ THROUGH THE SERVICES. THE USE OF ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TRAINERSVAULT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TRAINERSVAULT MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY APPOINTMENTS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TRAINERSVAULT DOES NOT HAVE CONTROL OVER THE QUALITY, TIMING, OR LEGALITY OF THE TRAINING SESSIONS ACTUALLY DELIVERED BY TRAINERS, NOR OF THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF CLIENTS OR TRAINERS. WE DO NOT REFER OR RECOMMEND EITHER CLIENTS OR TRAINERS NOR DO WE MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY OF THE TRAINING SESSIONS PROVIDED BY TRAINERS OR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF CLIENTS OR TRAINERS WHETHER IN PUBLIC, PRIVATE OR OFFLINE INTERACTIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRAINERSVAULT OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Assumption of Risk
YOU UNDERSTAND THAT TRAINERSVAULT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF MEMBERS OR TO MONITOR, REVIEW OR VISIT ANY APPOINTMENTS. TRAINERSVAULT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY SCHEDULE OR FUTURE USERS OF THE SERVICES. TRAINERSVAULT IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY CLIENT, TRAINER OR OTHER USER OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS AND USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND TRAINERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER THE ORGANIZATION OF SUCH MEETINGS IS FACILITATED BY TRAINERSVAULT. YOU ACKNOWLEDGE AND AGREE THAT TRAINERSVAULT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION.
NOTWITHSTANDING TRAINERSVAULT'S APPOINTMENT AS THE AGENT OF MEMBERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF TRAINERS, TRAINERSVAULT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY MEMBER OR OTHER THIRD PARTY. ACCORDINGLY, ANY BOOKINGS OF APPOINTMENTS WILL BE MADE AT THE TRAINER’S AND CLIENT’S OWN RISK.
16. LIMITATION OF LIABILITY
Incidental Damages and Aggregate Liability
IN NO EVENT WILL TRAINERSVAULT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO ANY INFORMATION RECEIVED FROM THE SERVICES, REMOVAL OF CONTENT FROM THE SERVICES, INCLUDING PROFILE INFORMATION, ANY E-MAIL DISTRIBUTED TO ANY MEMBER OR ANY LINKED WEB SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF TRAINERSVAULT, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE TRAINERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST, UNDER NO CIRCUMSTANCES WILL TRAINERSVAULT’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EXCEED THE PRICE YOU HAVE PAID OR OWE FOR BOOKED APPOINTMENTS VIA THE SERVICES AS A CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, OR IF YOU ARE A TRAINER, THE AMOUNTS PAID BY TRAINERSVAULT TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU HAVE NOT PAID TRAINERSVAULT FOR THE USE OF ANY SERVICES, THE AMOUNT OF $100.00 OR ITS EQUIVALENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
No Liability for non-Trainersvault Actions
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRAINERSVAULT BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON OR THROUGH THE SERVICES, OR TRANSMITTED TO OR BY ANY MEMBERS OR OTHER USERS OR ANY OTHER INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF MEMBERS OR OTHER USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
MOREOVER, ALL MEMBERS, INCLUDING BOTH CLIENTS AND TRAINERS, HEREBY EXPRESSLY AGREE NOT TO HOLD TRAINERSVAULT OR TRAINERSVAULT’S AFFILIATES LIABLE FOR THE ACTIONS OR INACTIONS OF ANY CLIENT, TRAINER OR OTHER THIRD PARTY OR FOR ANY INFORMATION, INSTRUCTION, ADVICE OR SERVICES WHICH ORIGINATED THROUGH THE SERVICES, AND, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TRAINERSVAULT AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN THEREFROM.
BY USING THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER MEMBERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST SUCH MEMBERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM TRAINERSVAULT WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.
You agree to release, defend, indemnify, and hold harmless Trainersvault and Trainersvault’s Affiliates from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Services or Collective Content or your violation of these Terms; (b) the Member Content you upload; (c) your (i) interaction with any Member, (ii) booking of an Appointment, (iii) creation of a Listing or (iv) the use, condition or scheduling of an Appointment by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a scheduling, booking or use of an Appointment.
18. REPORTING MISCONDUCT
If you (whether in your capacity as a Client or as a Trainer) engage in an Appointment with a Member (a third party accompanying such Member to such Appointment) who you feel is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Trainersvault by contacting us with the relevant police station and report number connected to such complaint at [email protected], provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
19. ENTIRE AGREEMENT
You may not assign or transfer these Terms, by operation of law or otherwise, without Trainersvault's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Trainersvault may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
21. CONTROLLING LAW AND JURISDICTION
These Terms, and any dispute between you and Trainersvault, will be interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law provisions, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement in Section 24 (Dispute Resolution). You and Trainersvault agree to submit to the personal jurisdiction of a state court located in Los Angeles County, Los Angeles, California or a United States District Court, Central District of California located in Los Angeles, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
22. DISPUTE RESOLUTION
Agreement to Arbitrate
This Section 24 is referred to in these Terms as the "Arbitration Agreement". The exclusive means of resolving any dispute or claim arising out of or relating to these Terms (including any alleged breach thereof) or the Services shall be BINDING ARBITRATION administered by the American Arbitration Association (“AAA”). The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Trainersvault in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Trainersvault or its Affiliates any class action, class arbitration, or other representative action or proceeding.
By using the Services in any manner, you agree to the above Arbitration Agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Trainersvault (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You should note, however, that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA’s rules, unless otherwise provided in the Agreement to Arbitrate. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Trainersvault for all fees associated with the arbitration, including any Arbitration Fees paid by Trainersvault.
The failure of Trainersvault to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Trainersvault.
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms, or a part thereof, unlawful, void or for any reason unenforceable, then such provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
24. CONTACTING TRAINERSVAULT
If you have any questions about these Terms or the Services, please contact Trainersvault at [email protected].