SUBSCRIPTION TERMS OF SERVICE AGREEMENT
Please read this Subscription Terms of Service Agreement carefully, as it contains important information regarding your legal rights and remedies.
This Subscription Terms of Service Agreement (the “Terms of Service”) sets forth the terms and conditions of your subscription to, and use of, a web-based portal (the “Subscription”) contained on JumpRopeDudes.com (the “Site”) provided by Zen Dude Fitness, LLC, a Texas limited liability company (“ZDF”, “we”, “our”, or “us”). The terms “you”, “your”, or “Subscriber” shall refer to any individual or entity who accepts these Terms of Service by using the Subscription. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
2. USE OF THE SUBSCRIPTION
The Subscription contains certain content, including without limitation ZDF’s information regarding exercise and nutrition, such as PDF downloads, photos, videos, interactive features, mapping features, message boards, and other content, functions, and services, as well as text, software, scripts, source code, graphics, and the trademarks, service marks and logos contained therein (the “Content”), all of which are owned by or licensed to us, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights of other legal restrictions under United States and foreign laws. ZDF grants you a limited, non-exclusive, non-transferable license to use and access the Subscription for your personal, non-commercial exercise and nutrition needs. No other right or license under any copyright, trademark, patent, or other proprietary right or license is granted by these Terms of Service. ZDF reserves all rights not expressly granted in and to the Subscription, and these Terms of Service do not transfer ownership of any of these rights. You specifically agree not to distribute any of the Content without our prior written permission. Any unauthorized use of the Site, the Subscription or the Content terminates any license or permission granted by ZDF.
By accessing or using the Subscription, or by clicking to accept or agree to these Terms of Service when this option is made available to you, you represent and warrant that: (a) you have read and understood, and agree to be bound by these Terms of Service; (b) your access to and use of the Subscription will comply with any and all requirements in these Terms of Service; (c) you are not 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 that you are not listed on any U.S. government list of prohibited or restricted parties; and (d) you will comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of the Subscription and the Content.
You agree not to circumvent, disable or otherwise interfere with the security-related features of the Site and the Subscription (including without limitation those features that prevent or restrict use or copying of any Content).
You represent and warrant that your User Generated Content conforms to these Terms of Service and that you own or have the necessary rights and permissions, without the need for payment to or consent from any other person or entity, to use and exploit, and you fully and unconditionally authorize us to use and exploit, your User Generated Content in all manners and mediums (including commercial use) desired by ZDF, including as contemplated by these Terms of Service. You agree to indemnify and hold ZDF and its affiliates, parent companies, and subsidiaries, and each of their respective employees, officers, and directors harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Co
ntent. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. You waive any right to injunction or other equitable relief in connection with our use or exploitation of User Generated Content.
ZDF will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the Subscription, or any authors, experts, trainers, spokespersons or otherwise. User Generated Content does not state or reflect our attitudes and opinions, and any views and opinions expressed via the Subscription or on the Site shall not be attributed to or otherwise considered endorsed by us.
ZDF may change, suspend or discontinue any aspect of the Site the Subscription at any time. We may also impose limits on certain features and services or restrict your access to all or a portion of the Site or the Subscription without notice or liability.
ZDF shall endeavor to provide Subscriber with 24/7/365 web-based, electronic access to the Subscription. However, the parties recognize that factors related to internet connectivity beyond our physical infrastructure and outside of our control may limit or restrict this access from time to time. We shall use reasonable efforts to restore service in the event of an unavailability caused by circumstances within our control. Likewise, we shall, whenever practical, provide Subscriber with advance notice of scheduled unavailability due to system maintenance.
In addition to the restrictions set forth in Section 4 below, you agree not to access or use (and shall not permit others to access or use) the Subscription as follows:
a) Other than for your personal, non-commercial exercise and nutrition uses;
b) To reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner;
c) To access the Subscription for the purpose of developing a product or service that competes with the Subscription, Content, or otherwise competes with ZDF;
d) To transmit or introduce offensive materials, including those involving profanity, violence, sexual conduct, pornography or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) In a way that is false, deceptive, misleading or fraudulent, including but not limited to: (i) any attempt to impersonate any person or entity, including any other user, ZDF or a ZDF employee or agent; (ii) to misrepresent your identity or affiliation with any person or organization; and (iii) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address; and f) In a way which violates any applicable federal, state, local or international law or regulation, or advocates, promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.
3. FEES; PAYMENT
Subscriber agrees to promptly pay all amounts owed to ZDF in connection with the Subscription according to ZDF’s standard invoicing policies and practices. We reserve the right to modify our Subscription fees by providing advanced written notice to you. Should your outstanding balance exceed the amount permissible pursuant to our policies and practices, we reserve the right to revoke or suspend your access to the Subscription.
4. RULES OF CONDUCT
You acknowledge and agree that:
a. Your access to and use of the Subscription, including any User Generated Content will comply with these Terms of Service and all applicable local, state, national and international laws, rules and regulations.
b. You will not impersonate another user or any other person or entity.
c. You will not collect or harvest (or permit anyone else to collect or harvest) any non-public or personally identifiable information about another user or any other person or entity without their express prior written consent.
d. You will not access, monitor, or copy any element of the Subscription using a robot, spider, scraper or other automated means or manual process without our express written permission.
e. You will not use the Subscription in a manner that:o Is illegal, or promotes or encourages illegal activity;
o Promotes, encourages or engages in defamatory, harassing, abusive or otherwise objectionable behavior;
o Promotes, encourages or engages in child pornography or the exploitation of children;
o Promotes, encourages or engages in hate speech, hate crime, terrorism, violence against people, animals, or property, or intolerance of or against any protected class, is threatening, libelous, or otherwise unlawful or tortious;
o Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
o Infringes on the intellectual property rights of another user or any other person or entity;
o Violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality that you owe to another user or any other person or entity;
o Imposes an unreasonable or disproportionately large load on the Subscription or Site’s infrastructure or otherwise interferes with the operation of the Subscription or the Site;
o Violates United States export control and economic sanctions requirements;
o Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
o Contains false or deceptive language.
f. You will not modify or alter any part of the Site, the Subscription or any of their related technologies.g. You will not remove identification, warnings, disclaimers, disclosures, copyright or other proprietary notices in or on the Subscription.
h. You will not resell, sublicense, distribute, rent, lease or assign this Terms of Services, the Subscription, the Content or any data generated by you from your use of the Subscription or the Content to any other person or entity.
i. You will not modify, reverse engineer, decompile, disassemble, translate, alter or create derivative works based on the Subscription.
j. You will not create Internet “links” to or from the Subscription or any of the Content, or “frame” or “mirror” any Content.
k. You will not send spam or other duplicated or unsolicited messages in violation of applicable laws.
l. You will not attempt to gain unauthorized access to the Subscription or the Content or its related systems or networks.
m. You will not access content, data or portions of the Subscription which are not intended for you, or log onto a server or account that you are not authorized to access.
n. You will not attempt to probe, scan, or test the vulnerability of the Subscription, including websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization.
o. You will not access the Subscription or the Site through any automated means, such as “robots,” “spiders,” or “offline readers.”
p. You may not frame or ut
ilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, and forms) of ZDF without its prior written consent.
q. You may not use any metatags or any other “hidden text” utilizing our name, trademarks,
service marks, or trade names without our prior written consent.
r. You may not use ZDF’s names, trademarks, service marks, trade names, logos, slogans, or proprietary graphics as any part of a link without the prior written consent of ZDF.
s. You will not access, or allow access to, the Subscription or the Content in order to (i) build, or assist a third party in building, a competitive product or service, or (ii) copy, or assist a third party in copying, any ideas, features, functions or graphics of the Subscription.
t. You will not use the Subscription to advertise, sell or exchange any products or services relating to illegal or illicit activities, including, without limitation, sexual products or services, drug products or services, pornographic materials, or weapons.
5. PUBLIC FORUMS
The Subscription may include public forums, which include without limitation, discussion forums, message boards, blogs, chat rooms or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum may be veiwable by the general public, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Generated Content you upload, submit, post transmit, communicate, share or exchange by means of any public forum and for the consequences of submitting or posting same. You acknowledge and agree ZDF is not responsible for any content posted on public forums by any third parties, including without limitation any content which you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive or harmful.
You are solely responsible for your interactions with other users. You acknowledge and agree that ZDF does not (i) screen its users; (ii) inquire into the backgrounds of its users; or (iii) review or verify the statements of its users, including without limitation, information or representations contained in public profiles. We do not warrant, endorse or guarantee the conduct of our users or their compatibility with you, and you agree to exercise all precautions in your interactions with other users. Like all open forums on the Internet or social media, you should always be careful about what you share in a public forum, and in particular, you should never share your password, social security number or any other personal information.
6. LOCATION-BASED SERVICES
Some features of the Subscription make use of detailed location information, for example in the form of GPS signals, IP addresses, WiFi and other information sent by your electronic devices with which your Subscription is linked. While these features cannot be provided without utilizing this technology, you must affirmatively opt-in to activate such features. ZDF allows you to use the Subscription whether or not you choose to opt-in to our location-based service features.
The Site and the Subscription may contain links and pointers to other Internet sites and resources. Links to and from other web sites maintained by third parties, do not constitute an endorsement by ZDF or any of its affiliates of any third party web site or content. We are not responsible for the availability of these third party resources or their contents and in no event shall any reference to any third party, third party website or product be construed as an endorsement or approval. You should direct any concerns regarding any external link to its web site administrator or webmaster.
8. THE SUBSCRIPTION AND THE CONTENT DO NOT CONSTITUTE MEDICAL ADVICE OR OTHER PROFESSIONAL HEALTHCARE ADVICE
a. Although ZDF provides its products and services with your health and safety in mind, each individual has their own limitations and it is therefore critical that you consult your physician or other licensed healthcare provider for necessary medical or appropriate care, follow all safety and other instructions provided by ZDF, and obtain appropriate authorization before accessing or using the Subscription, especially if you are prone to injuries, are pregnant or nursing, or have any other unique or special medical conditions. THE SUBSCRIPTION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO DIAGNOSE ANY MEDICAL OR HEALTHCARE CONDITION, REPLACE THE ADVICE OF A LICENSED HEALTHCARE PROFESSIONAL, OR PROVIDE ANY MEDICAL ADVICE, OPINION, DIAGNOSIS, TREATMENT OR GUARANTEE. The information made available on or through the Subscription should not be relied upon when making medical or other important healthcare decisions. ZDF DOES NOT PROVIDE CLINICAL SERVICES. ANY INDIVIDUALS PROVIDING INFORMATIONAL AND SELF-HELP RESOURCES VIA THE SUBSCRIPTION ARE NOT FUNCTIONING IN ANY CLINICAL OR LICENSED MEDICAL OR PSYCHOLOGICAL CAPACITY. YOUR USE OF THE SUBSCRIPTION DOES NOT CREATE A DOCTOR-PATIENT, PROFESSIONAL-CLIENT, OR SIMILAR RELATIONSHIP BETWEEN YOU AND ZDF OR YOU AND ANY PERSON ACTING THROUGH ZDF.
Any individual results using the Subscription may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition.
b. Certain portions of the Subscription, such as nutrition plans provided with our fitness programs and online nutrition database, and access to live chats with our nutrition team, provide nutrition, food, caloric and other related information designed to help our customers eat healthy to help them reach their health and wellness goals. While any nutrition information we may provide is designed to safely align with ZDF’s related exercise regimens, you must consult your physician or other licensed healthcare provider before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding. The Subscription is not a substitute for professional care. If you have or suspect you may have a medical or psychological problem, or a nutritional deficiency or dietetic condition, you should consult your medical doctor, psychologist or nutritionist, as appropriate.
c. You expressly acknowledge and agree that your access and use the Subscription or involvement with individuals acting on ZDF’s behalf in connection with the Subscription may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, temporary or permanent disability, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and
willingly accept these risks and agree to unconditionally release and hold harmless ZDF from and against all claims, suits, damages, losses, causes of action, costs, expenses or liability arising out of or related to your access and use the Subscription.
9. DISCLAIMER OF WARRANTIES; LIMITATIONS ON LIABILITY
The Subscription is provided to you “as is”, “as available” and “with all faults” for your sole information and use and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the express prior written consent of ZDF.
USE OF THE SUBSCRIPTION IS AT YOUR EXCLUSIVE RISK, AND THE RISK OF DAMAGES FROM THE FOREGOING RESTS EXCLUSIVELY WITH YOU.
EXCEPT FOR ANY WARRANTIES THAT MAY BE EXPRESSLY PROVIDED, THE SUBSCRIPTION ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ZDF EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ACCESS OR USE OF THE SUBSCRIPTION WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, OR THAT INFORMATION OR CONTENT, WILL BE ACCURATE OR TIMELY.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL ZDF BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES, COST OF COVER OR PUNITIVE OR EXEMPLARY, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND) IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SUBSCRIPTION, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, ZDF WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SUBSCRIPTION OR DISCONTINUANCE THEREOF. ZDF’S TOTAL LIABILITY WILL NOT, IN ANY EVENT, EXCEED THE FEES ACTUALLY PAID BY SUBSCRIBER TO ZDF FOR THE USE OF THE SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE BREACH OR DAMAGE.
You hereby agree to indemnify and hold ZDF and any entity affiliated with ZDF, and their respective general and limited partners, members, shareholders, directors, officers, employees, agents and representatives (collectively, the “ZDF Entities”) harmless from all claims, liabilities, damages and expenses (including attorneys’ fees and expenses) arising out of or relating to: (a) your use or access of the Subscription; (b) any alleged breach of this Terms of Service by you; (c) your negligence or willful/intentional misconduct; or (d) any action or inaction of Subscriber or persons under Subscriber’s control that causes ZDF to breach or incur liabilities to a third party.
ZDF may change, suspend or discontinue any aspect of the Subscription at any time, including the availability of the Subscription or the Content without notice or liability at any time in our exclusive discretion, without prejudice to any legal or equitable remedies available to us, for any reason or purpose, including, but not limited to, conduct that we believes violates these Terms of Service or other policies or guidelines posted by us or conduct which we believe is harmful to other customers, to our business, or to other information providers. In addition, this Terms of Service may be immediately terminated at any time by us in our sole discretion. In addition and without prejudice to any other remedy available to us, we may immediately terminate this Terms of Service if you breach any term of this Terms of Service or other operating term set forth by us.
12. INTERNATIONAL USE
ZDF makes no representation that the Subscription and the Content are appropriate or available for use outside the United States. Those who choose to access the Service from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. CHOICE OF LAW; JURISDICTION; ATTORNEYS’ FEES; CLASS ACTION WAIVER
This Terms of Service shall be governed in accordance with the laws of the State of Texas, without reference to conflict of laws principles. The parties consent and submit exclusively to the jurisdiction and service of process of the courts of the State of Texas or the courts of the United States located in Travis County, Texas. In the event either party brings an action to enforce this Terms of Service (including any attachments or schedules), the prevailing party shall be entitled to recover from the losing party all reasonable attorneys’ fees and costs associated with the enforcement proceeding, including fees and costs incurred in any appellate proceeding.
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ZDF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ZDF agree, no arbitrator or judge may consolidate more than one person’ s claims or otherwise preside over any form of a representative or class proceeding.
These Terms of Service constitute the entire agreement between the parties, and supersede all prior written or oral agreements or communications with respect to the subject matter herein. ZDF in its sole discretion may amend this Terms of Service, and Subscriber’s use or access of the Subscription and/or Content after such amendment is posted on the Site will constitute acceptance of it by Subscriber. If any term in these Terms of Service is declared unlawful, void or for any reason unenforceable by any court, then such term will be deemed severable from the remaining terms and will not affect the validity and enforceability of such remaining terms. The section headings in these Terms of Service are for convenience only and must not be given any legal import.
The Subscription and the Content may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. We apologize for any inconvenience.
15. ACCEPTANCE OF TERMS OF SERVICE
By using or accessing the Subscription, you signify your agreement to these Terms of Service. If you do not agree to these Terms of Service, you must not use or access the Subscription or the Content. We may change these Terms of Service at any time, and your use or access of the Subscription or the Content after such changes are posted will constitute your acceptance to such
LAST UPDATED: December 20, 2018.