Last Updated: May 22, 2012
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH TRAINERS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR APPOINTMENTS (DEFINED BELOW) AND CLIENT ATHLETES (DEFINED BELOW) MAY LEARN ABOUT AND BOOK APPOINTMENTS. YOU UNDERSTAND AND AGREE THAT TRAINERSVAULT IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TRAINERS AND CLIENT ATHLETES, NOR IS TRAINERSVAULT A HEALTHCARE PROVIDER, AGENT OR INSURER. TRAINERSVAULT HAS NO CONTROL OVER THE CONDUCT OF TRAINERS, CLIENT ATHLETES AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY APPOINTMENTS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
"Trainersvault Content" means all Content that Trainersvault makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
"Collective Content" means Member Content and Trainersvault Content.
"Content" means text, graphics, images, music, software, audio, video, information or other materials.
"Client athlete" means a Member who requests a booking of an Appointment via the Site or Services "Trainer" means a Member who creates a Listing via the Site.
"Listing" means an Appointment that is listed by a Trainer as available for schedule via the Site.
"Member" means a person who completes Trainersvault's account registration process, including, but not limited to Trainers and Client athletes, as described under "Account Registration" below.
"Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) 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 terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT. 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 that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Trainersvault reserves the right, at its sole discretion, to modify the Site, Application or 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 via the Application 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 Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.
How the Site and Services Work
The Site and Services can be used to facilitate the listing and booking of sports/fitness services ("Appointments"). Such Appointments are included in Listings on the Site and Services by Trainers. You may view Listings as an unregistered visitor to the Site and Services; however, if you wish to book an Appointment or create a Listing, you must first register to create an Trainersvault Account (defined below).
As stated above, Trainersvault makes available a platform or marketplace with related technology for Client athletes and Trainers to meet online and arrange for bookings of Appointments. Trainersvault's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Trainer for the purpose of accepting payments from Client athletes on behalf of the Trainer.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF APPOINTMENTS. TRAINERSVAULT CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY APPOINTMENTS. TRAINERSVAULT IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND APPOINTMENTS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE CLIENT ATHLETE'S OWN RISK.
In order to access certain features of the Site and Application, and to book an Appointment or create a Listing, you must register to create an account ("Trainersvault Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third party social networking sites ("SNS") (including, Facebook); each such account, a "Third Party Account", via our Site or Application, as described below. As part of the functionality of the Site and Services, you may link your Trainersvault Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Trainersvault through the Site or Services; or (ii) allowing Trainersvault to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Trainersvault and/or grant Trainersvault access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Trainersvault to pay any fees or making Trainersvault subject to any usage limitations imposed by such third party service providers. By granting Trainersvault access to any Third Party Accounts, you understand that Trainersvault will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your Trainersvault Account and Trainersvault Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Trainersvault Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or Trainersvault's access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Trainersvault Account and your Third Party Accounts, at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Trainersvault makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Trainersvault is not responsible for any SNS Content.
We will create your Trainersvault Account and your Trainersvault Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Trainersvault Account. You agree to provide accurate and complete information during the registration process and to update such information to keep it accurate and complete. Trainersvault reserves the right to suspend or terminate your Trainersvault Account and your access to the Site, Application and Services if you create more than one (1) Trainersvault Account or if any information provided during the registration process or thereafter proves to be inaccurate or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Trainersvault Account, whether or not you have authorized such activities or actions. You will immediately notify Trainersvault of any unauthorized use of your Trainersvault Account.
As a Member, you may create Listings. To this end, you will be asked a variety of questions about the Appointment to be listed, including, but not limited to, the location, capacity, time, availability of the Appointment and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Appointments must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to book your Appointment via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Client athlete requests a booking of your Appointment, the price for such booking may not be altered.
You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or Client athlete attendance, an Appointment in a Listing you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Appointment included in a Listing you post, including, (a) not conflict with the rights of third parties. Please note that Trainersvault assumes no responsibility for a Trainer's compliance with any applicable laws, rules and regulations. Trainersvault reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Trainersvault, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.
You understand and agree that Trainersvault does not act as an insurer or as a contracting agent for you as a Trainer. If a Client athlete requests a booking of your Appointment and attends your Appointment, any agreement you enter into with such Client athlete is between you and the Client athlete and Trainersvault is not a party thereto. Notwithstanding the foregoing, Trainersvault serves as the limited authorized agent of the Trainer for the purpose of accepting payments from Client athletes on behalf of the Trainer and is responsible for transmitting such payments to the Trainer.
As a Trainer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Appointment at your request or invitation, excluding the Client athlete (and the individuals the Client athlete invites to the Appointment, if applicable.)
Trainersvault recommends that Trainers obtain appropriate insurance for their Appointments. Please review any insurance policy that you may have for your Appointment carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Client athletes (and the individuals the Client athlete invites to the Appointment, if applicable) while at your Appointment.
Trainersvault does not endorse any Members or any 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. You are responsible for determining the identity and suitability of others who you contact via the Site and Services.
By using the Site, Application or 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 the particular 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. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation shall not apply to any claim by a Trainer against Trainersvault regarding the remittance of payments received from a Client athlete by Trainersvault on behalf of a Trainer, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
Bookings and Financial Terms
Third Party Service Provider
Bookings and Financial Terms for Trainers
If you are a Trainer and a booking is requested for your Appointment via the Site and Services, you will be notified via email. If you are unable to attend a booking of an Appointment 24 hours after the scheduled period, any amounts collected by Trainersvault for the requested booking will be refunded to the applicable Client athlete's credit card and any pre-authorization of such credit card will be released.
The fees displayed in each Listing are comprised of the Appointment Fees (defined below) and the Client athlete Fees (defined below.) Where applicable, Taxes may be charged in addition to the Appointment Fees and Client athlete Fees. The Appointment Fees, the Client athlete Fees and applicable Taxes are collectively referred to in these Terms as the "Total Fees". The amounts due and payable by a Client athlete solely relating to a Trainer's Appointment are the "Appointment Fees". Please note that it is the Trainer and not Trainersvault which determines the Appointment Fees.
Trainersvault charges a fee to Client athletes based upon a flat rate which are the "Client athlete Fees". The Client athlete Fees are added to the Appointment Fees to calculate the Total Fees (which will also include applicable Taxes) displayed in the applicable Listing. Trainersvault will collect the Total Fees at the time of booking (i.e. when the Client athlete books an appointment) and will initiate payment of the Appointment Fees (less Trainersvault's Trainer Fees (defined below) to the Trainer 24 hours after the scheduled appointment when the Client athlete attends the applicable Appointment (except to the extent that a refund is due to the Client athlete).
Appointment of Trainersvault as Payment Agent for Trainer
Each Trainer hereby appoints Trainersvault as the Trainer's limited agent solely for the purpose of collecting payments made by Client athletes on behalf of the Trainer. Each Trainer agrees that payment made by a Client athlete to Trainersvault shall be considered the same as a payment made directly to the Trainer and the Trainer will make the Appointment available to Client athlete in the agreed upon manner as if the Trainer has received the Appointment Fees. Each Trainer agrees that, Trainersvault may, in accordance with the cancellation policy agreed to by the Trainer and reflected in the relevant Listing, (i) permit the Client athlete to cancel the booking and (ii) refund to the Client athlete that portion of the Appointment Fees specified in the applicable cancellation policy. In accepting appointment as the limited authorized agent of the Trainer, Trainersvault assumes no liability for any acts or omissions of the Trainer.
Please note that Trainersvault does not currently charge fees for the creation of Listings. However, you acknowledge and agree that Trainersvault reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Trainersvault will provide notice of any Listing fee collection via the Site and Services, prior to implementing such a Listing fee feature.
Bookings and Financial Terms for Client athletes
The Trainers, not Trainersvault, are solely responsible for honoring any confirmed bookings and making available any Appointments reserved through the Site and Services. If you, as a Client athlete, choose to enter into a transaction with a Trainer for the booking of an Appointment, you agree and understand that you will be required to enter into an agreement with the Trainer and you agree to accept any terms, conditions, rules and restrictions associated with such Appointment imposed by the Trainer. You acknowledge and agree that you, and not Trainersvault, will be responsible for performing the obligations of any such agreements, that Trainersvault is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Trainersvault disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Trainersvault is not a party to the agreement between you and the Trainer, Trainersvault acts as the Trainer's payment agent for the limited purpose of accepting payments from you on behalf of the Trainer. Upon your payment of amounts to Trainersvault which are due to the Trainer, your payment obligation to the Trainer for such amounts is extinguished, and Trainersvault is responsible for remitting such amounts, less Trainersvault's Trainer Fees, to the Trainer. In the event that Trainersvault does not remit any such amounts to a Trainer, such Trainer will have recourse only against Trainersvault.
Listings for Appointments will specify the Total Fees. If a requested booking is cancelled, the client athlete must contact Trainersvault within 24 hours of the scheduled appointment, and any amounts collected by Trainersvault will be refunded to such Client athlete, depending on the selections the Client athlete makes via the Site, and any pre-authorization of such Client athlete's credit card will be released, if applicable.
You agree to pay Trainersvault for the Total Fees for any booking requested in connection with your Trainersvault Account if such requested bookings are confirmed by the applicable Trainer. In order to establish a booking pending the applicable Trainer's attendance of your requested booking, you understand and agree that Trainersvault, on behalf of the Trainer, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting ( e.g. one euro or one British pound) to verify your credit card. Once Trainersvault receives confirmation of your booking from the applicable Trainer, Trainersvault will collect the Total Fees in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Listing. Please note that Trainersvault cannot control any fees that may be charged to a Client athlete by his or her bank related to Trainersvault's collection of the Total Fees, and Trainersvault disclaims all liability in this regard.
In consideration for providing the Services, Trainersvault collects service fees from Trainers and Client athletes ("Service Fees"). Service Fees are made up of two (2) components: (i) Client athlete Fees and (ii) a fee that is charged to the Trainer based upon a fixed amount ("Trainer Fees"). Where applicable, Taxes may also be charged in addition to the Trainer Fees. Trainer Fees are deducted from the Appointment Fees before remitting the Appointment Fees to the Trainer,. Client athlete Fees are, as noted above, included in the Total Fees.
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. More information on foreign currency processing cost deductions will be available via the Site and Application.
Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Client athlete, you cancel your requested booking before the requested booking is confirmed by a Trainer, Trainersvault will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Client athlete, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the Appointment, the cancellation policy of the Trainer contained in the applicable Listing will apply to such cancellation. Our ability to refund the Appointment Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application.
If a Trainer cancels a confirmed booking made via the Site, Services, and Application, (i) Trainersvault will refund the Total Fees for such booking to the applicable Client athlete within a commercially reasonable time of the cancellation and (ii) the Client athlete will receive an email or other communication from Trainersvault containing alternative Listings and other related information. If the Client athlete requests a booking from one of the alternative Listings and the Trainer associated with such alternative Listing confirms the Client athlete's requested booking, then the Client athlete agrees to pay Trainersvault the Total Fees relating to the confirmed booking for the Appointment in the alternative Listing, in accordance with these Terms. If a Trainer cancelled a confirmed booking and you, as a Client athlete, have not received an email or other communication from Trainersvault, please contact Trainersvault at www.trainersvault.com/contact/
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 Site, Application, Services and Content. In connection with your use of our Site, Application and 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 Site, Services or Content;
- use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site Services or 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 our Site or 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 our Site or 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 our Site or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
- advocate, encourage, or assist any third party in doing any of the foregoing.
Trainersvault will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Trainersvault may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Trainersvault has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Trainersvault reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Trainersvault, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective 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 Site, Application, Services, or Collective Content.
Trainersvault Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Trainersvault grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Trainersvault Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
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 Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Trainersvault or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Trainersvault a worldwide, irrevocable, perpetual, 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 Site, Application and 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.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and 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 the Member Content or Trainersvault's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and 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.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Trainersvault is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Trainersvault of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Trainersvault used herein are trademarks or registered trademarks of Trainersvault. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us at [email protected] You acknowledge and agree that all Feedback will be the sole and exclusive property of Trainersvault and you hereby irrevocably assign to Trainersvault and agree to irrevocably assign to Trainersvault all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Trainersvault's request and expense, you will execute documents and take such further acts as Trainersvault may reasonably request to assist Trainersvault to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Trainersvault respects copyright law and expects its users to do the same. 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. Please see Trainersvault's Copyright Policy at www.trainersvault.com/terms, for further information.
Termination and Trainersvault Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Trainersvault Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Trainersvault terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Trainersvault Account you will remain liable for all amounts due hereunder. You may cancel your Trainersvault Account at any time via the "Cancel Account" feature of the Services or by sending an email to [email protected] Please note that if your Trainersvault Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT TRAINERSVAULT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, CLIENT ATHLETES AND TRAINERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT IS 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 SITE, APPLICATION, SERVICES, 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 MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, APPOINTMENTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRAINERSVAULT OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TRAINERS OR CLIENT ATHLETES. YOU UNDERSTAND THAT TRAINERSVAULT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY APPOINTMENTS. TRAINERSVAULT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURSCHEDULE OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, CLIENT ATHLETES AND TRAINERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY TRAINERSVAULT. NOTWITHSTANDING TRAINERSVAULT'S APPOINTMENT AS THE LIMITED AGENT OF THE TRAINERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENT ATHLETES ON BEHALF OF THE TRAINERS, TRAINERSVAULT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT ATHLETE OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY APPOINTMENTS VIA THE SITE AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF TRAINERSVAULT WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER TRAINERSVAULT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY APPOINTMENT VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRAINERSVAULT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE TRAINERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE TRAINERSVAULT TRAINER GUARANTEE, IN NO EVENT WILL TRAINERSVAULT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY APPOINTMENT VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY APPOINTMENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A CLIENT ATHLETE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE 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 ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRAINERSVAULT AND YOU. 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.
You agree to release, defend, indemnify, and hold Trainersvault and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless 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 Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (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 a Appointment.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Appointment is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Trainersvault does not permit Listings associated with certain countries due to U.S. embargo restrictions.
If you engage in an appointment with or train anyone 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 your police station and report number 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.
These Terms constitute the entire and exclusive understanding and agreement between Trainersvault and you regarding the Site, Services, Collective Content, and any bookings or Listings of Appointments made via the Site and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Trainersvault and you regarding bookings or listings of Appointments, the Site, Application, Services and Collective Content.
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.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Trainersvault (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, 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.
You and Trainersvault agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, "Disputes") will be settled by binding arbitration , except that each party retains 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. You acknowledge and agree that you and Trainersvault are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Trainersvault otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Trainersvault otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Trainersvault submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Trainersvault will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Trainersvault will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the "Modification" section above, if Trainersvault changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Trainersvault's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Trainersvault in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
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. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
If you have any questions about these Terms or any App Store Sourced Application, please contact Trainersvault at [email protected]