Terms of Service and Use Agreement for Sudore Wellness
1. YOUR ACCEPTANCE OF THIS AGREEMENT
1.1 Sudore Fitness LLC ("Sudore Wellness ",, "We", "Us" or "Our") provides the Sudore Wellness Services to you ("You" or "Your"), subject to the terms of this legal agreement between You and Sudore Wellness . To use the Services (defined below), You must first agree to and accept these Terms of Service and Use ("Terms"). Where such express opportunity to agree to the Terms is not present, Your use of the Sites and Services (or any part thereof) shall constitute Your agreement to the Terms and obligate You to comply with their requirements.
1.3 By using the Sites and Services You are representing that You are of legal age (18 years and over) and of legal competence to enter into a binding agreement with Sudore Wellness and are not otherwise prohibited from using or receiving the Sites and Services pursuant to the laws of the local or national jurisdiction from which You are accessing or using the Sites and Services. If You are not able to make the representations in the preceding sentence, You are prohibited from using the Sites and Services; however, any unauthorized use of the Sites and Services by You shall be subject to these Terms until such unauthorized use has been terminated. Sudore Wellness does not knowingly collect any personal information from children through the Sites or Services. By using the Services on behalf of any third party, You are representing to Us that You are an authorized representative of that third party and that Your use of the Services constitutes their acceptance of the Terms.
1.4 We recommend that You retain a copy of these Terms in either electronic or tangible form for Your subsequent reference. If You would like a printed copy of these Terms, it is Your responsibility to use the print function available to You by means of Your personal technology resources
2. CHANGES TO THESE TERMS
2.1 We may periodically modify and supplement these Terms, with or without notice to You. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon Our posting them to the Sites, and any use of the Sites or Services after such revisions have been posted signifies Your consent and agreement to the modified Terms.
3. PROVISION OF THE SERVICES BY Sudore Wellness
3.3 From time to time and without prior notice to You, We may change, expand and improve the Sites and Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services or portions of the Sites. Any modification or elimination of the Sites or Services will be done at Our sole and absolute discretion and without an ongoing obligation or liability to You, and Your use of the Sites and Services do not entitle You to the continued provision or availability of the Sites and Services.
3.4 When We jointly provide a service with a non-Sudore Wellness company, You may be subject to both these Terms and the terms and conditions of the non-Sudore Wellness company. We encourage You to review the terms and conditions of any non-Sudore Wellness company with which You do business.
4. HOW YOU MAY USE OUR MATERIAL
4.1 We use and publish a diverse range of proprietary and authorized third party information, editorial content ("Third Party Editorial Content"), listings, directories, advertisements, copy, text, slogans, logos, symbols, designs, graphics, images,
photographs, pictures, music, sound and video recordings, animations, effects, and other material and User Generated Content (collectively, the "Material") on the Sites and as part of the Services for Our authorized users' personal, non-commercial use ONLY. ACCORDINGLY, YOU MAY VIEW, USE, COPY, AND DISTRIBUTE THE MATERIAL FOUND ON THE SITES OR OBTAINED BY MEANS OF THE SERVICES FOR INDIVIDUAL, NON-COMMERCIAL, INFORMATIONAL PURPOSES ONLY AND IN COMPLIANCE WITH THE TERMS AND ALL APPLICABLE LAWS.
4.2 By using the Sites and Services, You agree that You will not copy, reproduce, alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Material (except for Your own personal, non-commercial use) from the Sites without the prior written consent of Sudore Wellness . In addition, You will not use the Material for any unauthorized non-commercial marketing or promotional campaigns, targeted or mass solicitation campaigns or political campaigning.
YOU ACKNOWLEDGE THAT YOUR USE OF THE SITES AND SERVICES TO ENABLE THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, FACSIMILES OR EMAILS IS IN VIOLATION OF THESE TERMS AND MAY BE IN VIOLATION OF UNITED STATES FEDERAL AND STATE LAWS AND REGULATIONS THAT MAY SUBJECT YOU TO PENALTIES UNDER APPLICABLE LAWS.
4.3 You are prohibited from data-mining, scraping, crawling, or using any robot, other automatic device, script, technology or processes that send automated queries to the Sites, or from using other similar methods and tools to gather or extract data, Material
or other information from the Sites, without Our prior written consent, which consent may be withheld and withdrawn by Us at any time, with or without notice, in Our sole discretion.
4.4 You may not use the Sites and Services to compile data (or any other portion of the Material), in a manner that is used or usable by a competitive listing product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Sites and proper operation and usage of the Services by any other authorized users and third parties.
4.5 You are prohibited from modifying or obscuring the manner in which the Sites are displayed or the Services are used, including framing, scraping or any other technique that would alter the visual display of the Sites or the visual display of the Services and
Material. You may not obscure advertisements displayed as part of the Sites and Services, nor modify the advertisements or listings in a way that is unauthorized. Unless expressly authorized by Sudore Wellness in Our sole and absolute discretion, You may not link to the Sites or any portion of the Services (including deep linking to a specific portion of the Sites). You are not permitted to script searches or search results of the Sites in a manner that results in the automated display of Material on a third party website.
4.6 To the extent applicable, when accessing the Sites, utilizing the Services or using anyAccounts, You are required to use the security procedures currently or hereafter maintained by Us to confirm that only authorized users have access to the Services and any Accounts. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Sites and utilizing the Services. All forms of indirect and "spoofed" access are strictly prohibited. You are prohibited from attempting to access portions of the Sites which are not intended for public usage and the use of any information obtained from non-public portions of the Sites is expressly prohibited.
4.8 You are under no obligation to use or continue to use the Sites and Services and may temporarily or permanently cease using the Sites and Services without notice to Sudore Wellness . Any use of the Sites and Services, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of Your rights to use the Sites or any portion thereof.
5. TERM, DELIVERY OF SERVICES, TERMINATION OF SERVICE AGREEMENTS AND REFUNDS.
5.1 The initial term of Your Service Agreement shall begin upon execution of the Sudore Wellness service agreement ("Service Agreement") by You and continue for one calendar month ("Service Period").
5.2 The delivery of the Services shall begin upon Your acceptance of Sudore Wellness 's Terms of Service and Use Agreement and continue for any portion of the month in which the Service Agreement was signed and one calendar month ("Service Period").
5.3 Unless otherwise terminated pursuant to the terms thereof, the Service Agreement shall be automatically renewed for each additional Service Period until either Party terminates the Service Agreement by giving the other Party a 15-day written notice of termination or until Sudore Wellness terminates the Service Agreement as per the following: You understand and agree that Your position in the Services is determined solely by Your rating provided by Your customers (the "Rating"). Furthermore, You agree that, in order to continue receiving the Services, You must maintain a Rating of seven (7) or above on a scale of 0ne (1) to ten (10).
5.4 In the event You fail to maintain the required Rating, Sudore Wellness may terminate Your Service Agreement without notice, refunding any unused balance of the price You paid for the Services.
6. INTELLECTUAL PROPERTY NOTICE
6.1 Any and all intellectual property rights associated with the Sites, the Services and the Material, including the design, text, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto, and the arrangement thereof, and/or contained in the Sites, including, without limitation, the Sudore Wellness company names and logos and all related products and service names, design marks and slogans, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (collectively, the "Intellectual Property"), are the sole property of Sudore Wellness , its wholly-owned subsidiaries, affiliates, or other third parties. Except as expressly and unambiguously provided herein related to User Generated Content, You do not possess, and Sudore Wellness does not grant to You, any express or implied rights to any Intellectual Property and all such rights are retained by Sudore Wellness , its subsidiaries, parent companies, affiliates and/or any third party owner of such rights. All authorized copies that You make of the Material or the Sites must bear any copyright, trademark or other proprietary notice located on the Sites that pertains to the Material being copied, and You agree not to remove, obscure, or alter any such proprietary notices which may be affixed to or contained therein. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from Your use of or access to the Sites, Services or Material.
6.2 You are not being granted a license under any copyright, trademark, patent or other intellectual property right in the Sites, Services, products, processes or technology described therein. Except as otherwise expressly authorized by these Terms, You may not copy, reproduce, modify, reformat, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way without the express written consent of Sudore Wellness , or the express written consent of the appropriate third party, as applicable. Requests for authorization should be made in writing to the address listed in section 21.4 of these Terms.
6.3 Without the prior written consent of 54 BELLS, INC., You are not authorized to (1) use any Sudore Wellness name or mark, and related marks or any marks in Our Intellectual Property portfolio, in any advertising, publicity or in any other commercial manner, (2) use any meta tags or any other "hidden text" utilizing any Sudore Wellness name or mark, and related marks or any marks in Our Intellectual Property portfolio, or (3) use the Sudore Wellness domain name or any domain name that is confusingly similar to Our domain name as a pseudonymous return e-mail address for any communications that You transmit from another location or through another service. Any requests for authorization related to the prohibitions of this provision should be made in writing to the address listed in section 21.4 of these Terms.
7. CONTENT LICENSE FROM YOU
7.1 Content submitted to us or posted on the Sites and/or the Services, in any form or medium, by authorized users of the Sites and Services, including, without limitation, comments, ratings, reviews, recommendations, analysis, commands, input, preferences,
settings, data, questions, answers, responses, feedback, proposals, ideas, suggestions, plans, creative content, copy, phrases, text, slogans, logos, symbols, designs, audio, music, sounds,compositions, artwork, images, photos, pictures, videos, animations, graphics, and URLs, is considered "User Generated Content." As between You and Sudore Wellness , You may possess certain intellectual property rights in Your own User Generated Content that You may submit to Us, or display and/or post via the Sites and/or Services. By generating, submitting or posting, in any form or medium, User Generated Content to Us or via the Sites or Services, you thereby grant to Sudore Wellness , its affiliates and third parties authorized by Us to distribute the information contained in the Sites or Services, in whole or in part, on the third parties' websites, networks or via other applications (our "Third-Party Distributors") an express, perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to access, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, repurpose, prepare derivative works from, publish, publicly perform, publicly display, distribute, redistribute and communicate any and all such User Generated Content, without any obligation, notification or compensation to You. This license is granted to Sudore Wellness , its affiliates and Third-Party Distributors with respect to the use of such User Generated Content in connection with the Sites and Services and any subsequent version or modification thereof.
7.2 You agree and acknowledge that the foregoing license grants to Sudore Wellness and its affiliates and Third-Party Distributors the full right and authority to use User Generated Content for any purpose related to the Sites and Services, including, without limitation, the marketing, sale, syndication, and development of the Sites, Services and any successors thereto. This license includes an unrestricted right and authority for Sudore Wellness to make the User Generated Content available to sublicense to other companies, organizations or individuals.
7.3 You agree and acknowledge that Sudore Wellness and its affiliates may modify, adapt, reformat, and otherwise alter or make use of Your User Generated Content in such manner as may be required to conform the User Generated Content to standards, protocols, formats and requirements related to the Sites and Services and any medium by which they are accessible currently or prospectively. You agree and acknowledge that Sudore Wellness and its affiliates and Third-Party Distributors are licensed to transmit or distribute the User Generated Content in all formats and mediums over various networks.
7.4 Your use of the Sites and Services to generate, submit and/or post User Generated Content confirms Your representation and warranty that You possess all necessary legal rights, power and authority to grant to Sudore Wellness and its affiliates and Third-Party Distributors the foregoing license. You further represent, warrant and agree that the User Generated Content You generate, submit, or post will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, and will not contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.
7.5 Sudore Wellness is under no obligation to review any User Generated Content submitted, posted or otherwise displayed on the Sites and Services and assumes no responsibility or liability relating to any such User Generated Content. You may not imply that any User Generated Content is, in any way, sponsored or endorsed by Sudore Wellness or its affiliates.
7.6. Sudore Wellness reserves the right, but not the obligation, to refuse to post or remove any User Generated Content at Our sole and absolute discretion. User Generated Content We may remove or refuse to post may include, without limitation, any of the
following: Any content that is unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy or publicity rights, defamatory, libelous, vulgar, obscene, pornographic, indecent, lewd, suggestive, scantily-clad, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law; Political campaigning, chain letters, mass mailings of any kind or any form of SPAM, or reviews that contain the transmission, distribution or delivery of any unsolicited bulk or commercial e-mail; Accusations and other assertions of unlawful conduct, including occurrences of illegal activity, malpractice, purposeful overcharging, or health code violations, or false, misleading, deceptive or fraudulent advertising, including savings claims that do not offer provable savings; Individual user information or messages including, or soliciting the submission of, email addresses, URLs, phone numbers, postal addresses and/or other personally identifiable information; Any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; Any content that makes reference to or involves gambling, casinos, off-track betting, or other gambling of any form; Any content that involves alcohol, tobacco or weaponry, or that promotes or has a connotation to any illegal activity; Reviews submitted by the reviewed business's owners, employees (past or present), agents, affiliates and/or competitors; Reviews that are exclamatory or otherwise appear to be purposefully deceptive or not based on personal knowledge or experience, as determined by Sudore Wellness in its sole discretion; Any content that is promotional or commercial in nature, or is inappropriate or inaccurate based on the applicable subject matter, location or topic; Language that violates the standards of the Sites, the Services and/or the policies of Sudore Wellness and its affiliates as determined by Sudore Wellness in its sole discretion; Any content that impersonates, disguises or conceals the identity of any person or entity or otherwise misrepresents a user's affiliation with a person or entity; Content that is not readable, that is encrypted or that contains viruses, malware, trojan horses, worms, time bombs, cancelbots or other computer programming code or routines that are intended to interfere with, damage, erase, intercept or appropriate any system, data or personal information; Any content that links (or includes embedded links) to any of the foregoing, or that links to social networking sites.
9. THIRD PARTY SITES
9.1 Some of the websites to which You may link from the Sites are owned by advertisers, service providers, merchants, businesses, or other third parties. It is Your responsibility to monitor when You have accessed a link to a website that is not part of the Sites (each a "Third Party Site") and We do not undertake any obligation to expressly notify You (via a pop-up or other interstitial display) when You are linking to a Third Party Site that is not part of the Sites. You can determine if You have linked from the Sites to a Third Party Site by reviewing the URL in the browser window or by "right-clicking" on the page and selecting "properties" if the link opens a new browser window. Third Party Sites may include, without limitation, websites of advertisers or other businesses, other search and listing service providers, information and referral sources, ratings services, geographic location and navigation services, businesses which allow You to bid for and/or purchase products or services, and other websites of general or specific interest.
9.2 Although We monitor use of Our Intellectual Property and take appropriate measures in defending against the misappropriation of Our Intellectual Property by third parties, We may not be aware of any unauthorized use of Our trademarks or service marks included on a Third Party Site and You should not rely upon any third party's use of Our Intellectual Property in determining whether a Third Party Site is affiliated with the Sites, Services or Sudore Wellness , as such use may be unauthorized.
9.4 Sudore Wellness makes no representations whatsoever concerning (1) the information, software or other material appearing on, or accessible through, any Third Party Site (including without limitation, any advertisement for products or services on any Third Party Site), (2) the performance or operation of any Third Party Site (including, without limitation, any transactions initiated or conducted through any Third Party Site, any taxes associated therewith and any use by third parties of user credit card information), (3) any products or services advertised or sold on or through any Third Party Site (including, without limitation, the quality, safety and legality of such products or services or the sale thereof), or (4) the sellers of any products or services advertised or sold on or through any Third Party Site. Sudore Wellness 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 Your use of Third Party Sites or Your reliance on any such third party content, goods or services, available on or through any Third Party Site.
9.5 You assume all risks arising out of or resulting from Your transaction of business over the Internet, and You agree that We are not responsible or liable for any loss or damage resulting from the presence on the Sites of information about third parties or links to Third Party Sites. You acknowledge and agree that We are not responsible or liable for the availability, accuracy, copyright compliance, legality, legitimacy, decency or any other aspect of the content, advertising, products, services, or other materials on or available from such Third Party Sites or resources. We do not assume any responsibility for review or enforcement of any local licensing requirements that may be applicable to businesses listed on the Sites.
10. NO ASSURANCES/ NO ENDORSEMENTS MADE BY Sudore Wellness / CONTENT DISCLAIMER
10.1 The Sites, Services and Material contain information and content provided and created by advertisers, businesses, merchants, content partners, software developers, application developers, publishers, marketing agents, employees, users, resellers and other third parties. We have no control over the accuracy of information and content provided by third parties, and Material on the Sites may include technical or factual inaccuracies or typographical errors. As such, We do not control, nor do we guarantee or accept responsibility for the content, quality or legality (including copyright compliance) of information and content provided by third
parties, nor are We responsible for any resulting loss or damage relating to the use of or resulting from reliance on such information. We reserve the right, in Our sole discretion and without any obligation, to make improvements to, or correct any error or omission in, any portion of the information accessible on the Sites.
10.2 We make no guarantees, nor can We be responsible for the currency or timeliness of any information accessible on the Sites or Services or included in the Material. Where appropriate, We will endeavor to update information listed or accessible on the Sites on a timely basis, but shall not be liable for any delay or inaccuracies related to such updates or the lack thereof.
10.3 We do not investigate, represent or endorse the accuracy, legality, legitimacy, validity, or reliability of any products, goods, services, deals, coupons or other promotions ("Third Party Products and Promotions") contained on, distributed through, linked to, downloaded from or accessed via the Sites and/or Services. References or hypertext links made or included on the Sites or Services to any names, logos or marks of third parties, Third Party Products and Promotions or Third Party Sites, do not constitute or imply Our endorsement, sponsorship or recommendation of such third parties, Third Party Products and Promotions, or Third Party Sites. All of the data and information related to Third Party Products and Promotions, including but not limited to, the prices and the availability of any products or services or any feature thereof, is subject to change without notice by the party providing the Third Party Products or Promotions.
10.4 We do not investigate, represent or endorse any positions, ideas, ideologies, concepts or opinions contained in any Third Party Editorial Content or User Generated Content, including, without limitation, any advice, comments, instructions, ratings, reviews, or recommendations, posted or contained on, distributed through, linked to, downloaded from or accessed via the Sites and/or Services.
10.5 We do not make any representations regarding the availability and performance of the Sites and Services or any of the Third Party Sites to which We link. When You click on advertiser banners, sponsor links, or other external links from the Sites, Your browser automatically may direct You to a new browser window that is not hosted or controlled by Sudore Wellness . Sudore Wellness and its affiliates are not responsible for the content, functionality, or technological safety of these external websites.
10.6 We reserve the right to disable links to or from Third Party Sites to Our Sites, although We are under no obligation to do so. This right to disable links includes links to or from advertisers, sponsors, content partners and other third parties.
11. REMOVAL FROM SITES AND SERVICES
11.1 We reserve the right, but not the obligation, to exclude or remove from the Sites (or to refuse to distribute or redistribute) any Material, including User Generated Content, that We deem detrimental to the Sites or that is, in Our opinion, defamatory, infringing or in violation of applicable laws. Material that is submitted to Us for publication on the Sites or for distribution may be edited for length, clarity and/or consistency with the editorial standards or requirements of Sudore Wellness or those of Our Third-Party Distributors.
11.2 If You see objectionable content included in the Sites and/or Services, You may promptly report the misconduct of users and/or business owners to Sudore Wellness at the address listed in section 20.4 of these Terms or through any other applicable reporting means as provided by the Sites and/or Services. Sudore Wellness reserves the right to address such requests individually or on a case-by-case basis.
12. WARRANTY DISCLAIMER
12.1 Any use of the Sites, the Services, reliance upon any of the Material, and any use of the Internet generally shall be at Your sole risk. Sudore Wellness disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or Material accessible by use of the Sites and Services.
12.2 THE SITES AND THE SERVICES (INCLUDING MATERIAL AND INFORMATION POSTED AND ACCESSIBLE THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Sudore Wellness DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, SERVICES AND MATERIAL. Sudore Wellness DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITES, MATERIAL OR THE INTERNET GENERALLY, IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. Sudore Wellness DOES NOT WARRANT THAT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
12.3 Sudore Wellness DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE SITES; OR REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, SERVICES AND MATERIAL.
12.4 NO ADVICE OR INFORMATION PROVIDED BY Sudore Wellness , ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES AND AGENTS SHALL CREATE ANY WARRANTY.
12.5 NEITHER Sudore Wellness , NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE SITES, SERVICES, OR ANY THIRD PARTY SITES, (2) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, MATERIAL, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE SITES (INCLUDING WITHOUT LIMITATION, THOSE CONTAINED ON A THIRD PARTY SITE), (3) ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH A THIRD PARTY SITE, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THE SITES, OR (4) THE INTERNET GENERALLY.
12.6 SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
13. LIMITATION OF LIABILITY
13.1 IN NO EVENT SHALL Sudore Wellness BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER'S USE, MISUSE OR RELIANCE ON THE SITES AND THE SERVICES FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, ONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF Sudore Wellness IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (1) THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE SITES AND THE SERVICES, (2) THE MATERIAL OR THE INTERNET GENERALLY, (3) THE USE (OR INABILITY TO USE), (4) RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM THE SITES OR A THIRD PARTY SITE, OR (5) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THE SITES. Sudore Wellness DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER MATERIAL ACCESSIBLE FROM THE SITES. THE USER OF THE SITES AND SERVICES ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE, SERVICES, AND THE INTERNET GENERALLY.
THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, OR IF IT IS OTHERWISE DEEMED UNENFORCEABLE, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
14.1 You agree to indemnify and hold Us and, as applicable, Our parent, subsidiaries, affiliates, partners, officers, directors, agents and employees, harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of:
(a) Your breach of any representation, warranty, covenant or obligation set forth in these Terms (or any other violation of Your agreement with Sudore Wellness on the basis of the Terms);
(b) any information, User Generated Content or other material transmitted, submitted or provided by You to Us or through the Sites and Services, including Your use of the Sites and Services to provide a link to another website or to upload content or other information to the Sites and, without limitation, Our exercise of Our rights with respect to such information;
(c) Your violation of any law, or Your violation of the rights of a third party, including the infringement by You of any intellectual property or other right of any person or entity;
(d) Your publication or use elsewhere of any User Generated Content (including, without limitation, user reviews) that is displayed on the Sites, or
(e) Your use of, or conduct on, any Third Party Site including, without limitation, (i) any information, software or other material viewed or accessed by You on or through any Third Party Site (including without limitation, any advertisement or coupon for products or Services on any Third Party Site), (ii) any transactions initiated or conducted by You through any Third Party Site (including, without limitation, any taxes associated therewith and any use by third parties of Your credit card information), (iii) any products or Services that You bid on, purchase or otherwise obtain on or through any Third Party Site (including, without limitation, the quality, safety and legality of such products or Services or the sale thereof), (iv) any reservations You make on or through any Third Party Site, and (v) the conduct of sellers of any products or Services that You bid on, purchase or otherwise obtain on or through any Third Party Site).
14.2 The foregoing indemnity obligations will survive any termination of the Terms.
14.3 Sudore Wellness reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, which will not excuse Your indemnity obligations under this Section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Sudore Wellness.
15. DIGITAL MILLENNIUM COPYRIGHT COMPLAINTS
15.1 Procedure to Report an Infringement Notification. Sudore Wellness respects the copyright rights of others, and We ask Our advertisers and other third parties to do the same. In appropriate circumstances and at Our discretion, We may remove, suspend, terminate access, or take other appropriate action against users or other third parties who infringe or repeatedly infringe the copyright rights of others. Therefore, if You reasonably believe that any Material on the Sites contains unauthorized reproductions of Your copyrighted work or otherwise infringes an exclusive copyright right, and You reasonably believe it is appropriate to notify Us to take any action and You want Us to take any action, then, as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512), ("DMCA") You must promptly provide in writing the following information:
(a) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material;
(c) Information reasonably sufficient to permit Us to contact You, such as Your name, address, telephone number, and e-mail address;
(d) Include the following statement: "I have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.";
(e) Include the following statement: "The information in this notice is accurate, and under penalty of perjury, I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.";
(f) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and Send the written communication to:
Sudore Fitness LLC
Attn: DMCA Complaints
1561 E Ontario Ave., #101
Corona, CA 92881
ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(c)(3)
WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS SECTION 14.1 IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER THE DMCA AND WE DO NOT REPRESENT ANY RELATED UNDERTAKING BY Sudore Wellness NOT OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
15.2 Procedure to Report Mistakenly Removed Material. If You reasonably believe that any Material on the Site has been mistakenly removed pursuant to a claim filed under the DMCA, You must promptly provide the following to file a counter-notification as required by the DMCA:
(a) Identification in writing the material that was mistakenly removed or disabled from access;
(b) A description that reasonably identifies the material that has been removed or to which access has been disabled and the location of the material prior to its removal;
(c) Include the statement: "I swear under penalty of perjury that I have a good faith belief that the material was removed or disabled from access as a result of mistake or misidentification of the material to be removed or disabled.";
(d) Your name, address, telephone number, and e-mail address;
(e) Include the statement: "I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or any judicial district in which the service provider may be found, and I will accept service of process from the person who provided the notification under Section 512(c)(1)(C) or an agent of such person.";
(f) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
(g) Send the written communication to:
Sudore Fitness LLC
Attn: DMCA Complaints
1561 E Ontario Ave., #101
Corona, CA 92881
ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(c)(3)
WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS SECTION 14.2 IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER THE DMCA AND WE DO NOT REPRESENT ANY RELATED UNDERTAKING BY Sudore Wellness NOT OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
15.3 Please note that You may be liable for damages, including costs and attorney's fees, under the DMCA
if You knowingly materially misrepresent: (a) that material on the Site infringes upon Your copyright; or (b) that material on the Site was removed or disabled by mistake or misidentification.
15.4 If a user is found to be a repeat infringer of the copyright rights of others, Sudore Wellness may terminate access to the user's Account.
16.1 We may terminate this legal agreement, or eliminate these Terms at any time, with or without notice or cause. We may discontinue, temporarily or permanently, the Sites or Services, or any part thereof, with or without prior notice to You. Upon termination, Your right to access the Sites and use the Services will immediately cease.
16.2 We reserve the right to terminate, suspend, or restrict Your access to the Sites and Your use of the Services, in whole or in part, unilaterally and without prior notice, in the event that We determine, in our sole discretion, that You have violated or failed to fully comply with any of the Terms. Upon notice of such termination, suspension or restriction of access, You agree that You will not attempt to access the Sites or attempt to utilize the Services by any other means, including using an alias or other disguised or fraudulent identity or creating another user Account.
17. REMEDIES AVAILABLE TO US
17.1 Sudore Wellness reserves the right to seek any and all remedies available at law or in equity in connection with a violation of these Terms.
17.3 You agree that monetary damages may not provide a sufficient remedy to Us for violations of the Terms and You consent to injunctive or other equitable relief for such violations.
17.4 Nothing in these Terms is intend to confer upon You or any third parties any rights, remedies, or benefits not otherwise expressly conferred. Your use of the Services and Sites (including any establishment of an Account or submission of User Generated
Content) does not create any partnership, agency, joint venture, fiduciary or other similar relationship between Sudore Wellness and You.
18.1 You may not assign or otherwise transfer Your obligations or interests under these Terms, in whole or in part; any attempt to do so shall be void.
19.1 If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, that provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms will continue in effect and remain fully enforceable.
20. LIMITED TIME TO BRING CLAIM
20.1 You acknowledge and agree that it is the intent of both You and Sudore Wellness to limit the period of time a claim may be filed, even if the period is shorter than that fixed by the statute of limitations. You therefore agree that any cause of action arising out of or related to the Sites and Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
21.1 You are responsible for compliance with applicable laws, regulations and ordinances related to Your use of the Services. Your compliance with applicable laws is not limited to jurisdictions within the United States (including US Federal law) but also the laws, regulations and ordinances of any jurisdiction from which You access the Site or use the Services.
21.2 These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or Your actual state or country of residence, and You agree to submit to personal jurisdiction in Orange County, California. You agree to exclude, in its entirety, the application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods.
21.3 All other claims, including without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of Your state of residence in the United States, or, if You reside outside the United States, under the laws of the country in which the subject Sites are directed.
21.4 Any notices required to be given under these Terms shall be given in writing and shall be delivered to the following address:
Attn: Legal Department
1561 E Ontario Ave., #101
Corona, CA 92881
21.5 Except as expressly stated herein, the Terms constitute the entire agreement between You and Sudore Wellness with respect to the Sites and Services, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings or agreements, whether electronic, oral or written, between You and Sudore Wellness with respect to the Services and/or the subject matter of these Terms.
21.6 Any waiver of any provision of the Terms will be effective only if in writing and signed by You and Sudore Wellness . Our failure to enforce Our rights and remedies available to Us with respect to Your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision(s) of these Terms.
21.7 To be removed from future Sudore Wellness marketing e-mail campaigns, please e-mail email@example.com.
These Terms were last modified and effective as of April 25, 2019.