Terms of Use
YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT IS REQUIRED FOR YOU TO BECOME A MEMBER OF, OR OTHERWISE ACCESS OR USE THE RESTRICTED “MEMBERS” AREAS OF TRAINERTV.COM (“WEB SITE”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW YOU WILL NOT BE ACCEPTED AS A MEMBER AND YOU WILL NOT BE AUTHORIZED TO ACCESS, VIEW, DOWNLOAD OR OTHERWISE USE ANY OF THE CONTENT OR OTHER MATERIALS IN THE MEMBERS PORTION OF THE WEB SITE.
BEFORE YOU BEGIN OR CONTINUE TO USE OUR WEB SITE OR ANY SERVICES PROVIDED BY OR THROUGH OUR WEB SITE, PLEASE CAREFULLY READ THIS LEGAL DOCUMENT (“AGREEMENT”). THIS AGREEMENT CONTAINS IMPORTANT INFORMATION AND SETS FORTH THE ENTIRE AGREEMENT BETWEEN YOU AND US, MDF PARTNERS, LLC. (“COMPANY”). IT IS THEREFORE VERY IMPORTANT THAT YOU COMPLETELY READ THIS AGREEMENT BECAUSE BY YOUR USE OR CONTINUED USE OF THE WEB SITE OR ANY OF ITS RELATED SERVICES, YOU WILL BE EXPRESSLY SIGNIFYING THAT YOU AGREE TO ALL THE TERMS, CONDITIONS AND OTHER PROVISIONS SET FORTH IN THIS AGREEMENT AND IN OUR PRIVACY POLICY, INCLUDING IMPORTANT LIMITATIONS REGARDING THE LOCATIONS FROM WHICH YOU MAY ACCESS THE WEB SITE (SEE PARAGRAPH 5, “PROHIBITED AREAS”).
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY ENTERING THIS WEB SITE WILL CONSTITUTE YOUR ACKNOWLEDGMENT AND AGREEMENT THAT THESE TERMS AND CONDITIONS CONSTITUTE A BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND THE COMPANY AND THAT YOU HEREBY ACKNOWLEDGE AND AGREE TO ALL OF THE ABOVE AND TO ALL OF THE FOLLOWING:
1. PARTIES TO THIS AGREEMENT — DEFINITIONS.
1.1 PARTIES. The parties to this Agreement are You and MDF PARTNERS, LLC, hereinafter the “Company.”
1.2. DEFINITIONS. As used in this Agreement,
1.2.1 The terms “Company,” “Licensor,” “We,” “Us” and variants thereof, shall interchangeably refer to the Company as licensor of certain non-exclusive rights to You, the licensee, to conditionally access and use the Web Site and materials available in, at, through, and in association with the Web Site, subject to the terms and conditions of this Agreement.
1.2.2. The terms “Member,” “Subscriber,” User,” “You” and variants thereof, shall interchangeably refer to You, an individual, human being (i.e., a non-commercial entity) seeking a limited license, subject to the terms and conditions of this Agreement, to access the restricted areas of the Web Site, and materials and services available in, at, through, and in association with the Web Site, for entertainment and educational purposes only.
1.2.3. The terms “Content” and “Materials” shall interchangeably refer to prerecorded materials, including photographs, video, audio, audiovisual materials, textual, graphical, haptic, telephone “wallpaper,” ringtones, games, contests, live audio and audiovisual entertainment, including live shows, video feeds, video “chat”, audio “chat”, “audio text”, “video text,” and other materials available in, at, through, or in association with the Web Site, by the Company or by one or more third party Content providers pursuant to licensing or sub-licensing agreement(s) with the Company.
1.2.4. The terms “Agreement,” “Terms and Conditions,” “Terms of Use” and “this document” shall interchangeably refer to this Agreement entitled “Terms and Conditions Of Access And Use Of TRAINERTV.COM” and all future versions and modifications thereof created by the Company or its successor(s), assign(s) and it (their) successors(s) and assign(s).
2. ACCESS AND USE RESTRICTED TO ADULTS ONLY. ACCESS OR USE BY A MINOR IS A VIOLATION OF CIVIL AND CRIMINAL LAWS.
2.1. AGE RESTRICTED ACCESS. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) YEARS IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW, POSSESS OR OTHERWISE USE ANY OF THE CONTENTS OF THE WEB SITE, OR ANY MATERIALS OTHERWISE AVAILABLE IN, AT, THROUGH OR IN ASSOCIATION WITH THE WEB SITE, OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED IN, AT, THROUGH OR IN ASSOCIATION WITH THE WEB SITE.
2.2. ACKNOWLEDGMENT THAT ACCESS OR USE BY MINOR CONSTITUTES VIOLATIONS OF CIVIL AND CRIMINAL LAWS. You hereby acknowledge that You understand and hereby agree that any access to the age-restricted parts of the Web Site or any age-restricted Materials otherwise available in, at, through or in association with the Web Site, in any manner, by a minor or by a person assisting a minor to access any such restricted parts of the Web Site, shall constitute unauthorized accessing of the Company’s computers and databases in excess of the authorization expressly granted by the Company in this Agreement, and shall comprise a violation of The Stored Communications Act (18 U.S.C. §§ 2701- 2710), trespass to chattels, intentional copyright infringement(s) of the Company’s, and potentially others’ copyrights protected under the laws of the United States and other countries, intentional infringements of the Company’s trademarks and potentially other serious violations of civil and criminal laws.
2.3. AFFIRMATION OF CURRENT ADULT STATUS. YOU HEREBY AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) YEARS IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) AND YOU ARE CAPABLE OF LAWFULLY ENTERING INTO AND PERFORMING ALL THE OBLIGATIONS SET FORTH IN THIS AGREEMENT.
3. GRANT OF LIMITED LICENSE.
3.1 LIMITED NON-EXCLUSIVE LICENSE. In consideration of the payment of membership fees, together with representations, warranties, acknowledgments, and other agreements made by You, as set forth in this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company hereby grants You all the privileges of Membership including access to the Members-only Materials at the Web Site and limited, nonexclusive and nontransferable license to use the Materials contained in, at or made available through or in association with the Web Site solely for Your private personal entertainment, educational and non-commercial use, as provided by the Company during the period in which You are a Member in good standing.
3.2. EXTENT OF ACCESS DETERMINED BY TYPE OF MEMBERSHIP. The extent of Your access rights to the Content, and other Materials accessible through the Web Site will be determined by the type of membership You purchase.
3.3. TRANSFER ALLOWANCE. Your membership is allowed a maximum transfer of 5 gigabytes per 24-hour period. If the Company determines, in its sole discretion, that this allowance has been or is being exceeded repeatedly, Company may terminate Your membership without refund.
3.4. AGREEMENT AND RIGHTS OF ACCESS SUBJECT TO CHANGE. You agree that this Agreement and Your right to access the Web Site, or any parts thereof, are subject to change by the Company at any time and changes shall become effective upon notice to You or Members generally by e-mail, posting at, or via hyperlink to the Web Site, or by mail. You may not alter, delete, add, edit or otherwise change any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
3.5. IMPORTANT ACCESS AND USE RESTRICTIONS. You acknowledge and agree that all Content and other Materials contained in, at or available through or in association with the Web Site are proprietary and constitute valuable intellectual property owned by the Company or others who have licensed use of, or access to, such Materials to the Company. As such, You acknowledge and agree that You may access, view, download, receive and otherwise use the Materials available in, at, through or in association with the Web Site only as specifically authorized by the Company and only in accordance with the terms and conditions of Your membership. You may access and use such Materials only on one computer at a time and, if downloadable copies of the Materials are made available to You, You may make only a single copy of such Materials for Your own personal noncommercial use and enjoyment. You further acknowledge that the Company specifically prohibits You from doing any of the following acts, and You agree and warrant that You will not to do any of these prohibited acts:
3.5.1. permit other individuals to directly or indirectly use the Materials;
3.5.2. modify, translate, reverse engineer, decompile, or disassemble any part of the Web Site, any Content or other Materials, or any feature or function available in, at, through or in association with the Web Site (except to the extent applicable laws specifically prohibit such restriction);
3.5.3. make copies or create derivative works based on the Content or other Materials, except as provided herein;
3.5.4. rent, lease, or transfer any rights in the Materials;
3.5.5. remove any proprietary or legally required notices or labels on the Materials;
3.5.6. rebroadcast or otherwise transmit the Materials via the Internet or any other means;
3.5.7. view or otherwise use Materials in the presence of any person who is a minor, as defined in the jurisdiction in which You make such use; and
3.5.8. make any other use of the Materials not expressly permitted herein.
3.6. NO UNAUTHORIZED USE OR ACCESS. You further represent and warrant to the Company that Your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access, any Materials available in, at, through or in association with the Web Site in a manner not expressly authorized by the Company. You agree and warrant that You shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use, Content or other Materials, directly or indirectly in geographic locations which the Company does not authorize such access, viewing, downloading, receipt or other use.
3.7. ACKNOWLEDGEMENT OF RESTRICTED LOCATION ACCESS. You hereby acknowledge and understand that neither the Company nor any persons affiliated therewith authorize the accessing, viewing, downloading, duplication, receiving, transmission, broadcasting or other use of the Materials contained in, at, or available through or in association with the Web Site, by any person, INCLUDING YOU, who is located in any of the areas designated as PROHIBITED AREAS (see Paragraph 5 below).
3.8. USE EXCEEDING AUTHORIZATION VIOLATES CIVIL AND CRIMINAL LAW. All the intellectual property available in, at, through, or in association with the Web Site is either owned by or licensed to the Company. The Company reserves all rights to restrict the access to, and to restrict the duplication and distribution of all such intellectual property. The Company also reserves the right to restrict access to all or part of the Web Site and to its computer databases. You hereby acknowledge that You understand and hereby agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other unauthorized use of the Web Site, Materials available in, at, through or in association with the Web Site, or the Company’s computer databases, including, but not limited to, accessing, viewing, downloading, receiving or other use of Materials in any PROHIBITED AREAS (see Paragraph 5 below), in any manner, by You, directly or indirectly, shall constitute intentional copyright infringement(s) of the Company’s, and potentially others’ copyrights protected under the laws of the United States and other countries, and shall further constitute trespass to chattels and intentional infringements of the Company’s trademarks. Moreover, You acknowledge and agree that any accessing of Materials available in, at, through or in association with the restricted parts of the Web Site PROHIBITED AREA (see Paragraph 5 below), or any other unauthorized use or unauthorized accessing of restricted parts of the Web Site or Materials, in whole or in part, in excess of the authorization expressly granted by the Company in this Agreement, shall comprise a violation of The Stored Communications Act (18 U.S.C. §§ 2701- 2710). Intentional violation of the Company’s copyrights could subject You to statutory damages of up to $150,000 per infringement.
4. INDEMNIFICATION FOR UNAUTHORIZED USE OF PROPRIETARY MATERIALS. You agree to be personally liable and fully indemnify the Company and its successors and assigns for any and all damages directly, indirectly and/or consequentially resulting from any attempted or actual unauthorized accessing of the Web Site or the Company’s other computer databases, downloading, duplication or other unauthorized use of the Web Site or any Content or other Materials available in, at, through or in association with the Web Site by You, alone, or with, or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from such unauthorized activities, including, without limitation, attorney’s fees and all litigation costs.
5. MONTHLY MEMBERSHIPS AND FEES. By accepting a membership to the Web Site or by accessing the Content available in, at, through or in association with the restricted parts of the Web Site, You authorize the charges set forth below (and/or posted elsewhere in the Web Site in association with the offer of membership) and You agree to the following terms and conditions:
5.1. LENGTH OF MEMBERSHIP. Depending on the membership plan you choose, Your membership will entitle You full access of the Web Site for the number of days specified in the plan, starting on the first day You submit Your membership application or Your Membership fee payment information at our registration, payment or check-out page.
5.2. NON-CANCELLED RECURRING MEMBERSHIP. You agree that if You do not send the Company notice of cancellation of Your recurring membership at least ONE (1) DAY prior to the renewal date of Your recurring membership term, the Company shall automatically and without further notice renew Your recurring monthly membership to the Web Site for successive periods of one month each at the then current standard one-month recurring monthly membership rate.
5.3. ALL MEMBERSHIP FEES AND OTHER FEES SUBJECT TO CHANGE. All Membership and other fees for services available in, at, through or in association with Web Site, are subject to change at any time at the sole and absolute discretion of the Company.
5.4. REGISTRATION INFORMATION. To become a member and access the restricted parts of the Web Site, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Web Site that all the information You provide in, on, through, or in association with, the Web Site will be correct, current, and complete. If Company believes the information You provide is not correct, current, or complete, the Company has the right to refuse Your access to the Web Site or any of its features, functions, Content or other Materials, and to terminate or suspend such access at any time.
6. CANCELLATION.
6.1. CANCELLING RENEWING MEMBERSHIPS. TO CANCEL AUTOMATIC RENEWAL AT THE END OF ANY RECURRING MEMBERSHIP PERIOD, YOU MUST NOTIFY THE COMPANY AT LEAST ONE (1) DAY PRIOR TO THE END OF THE RECURRING MEMBERSHIP PERIOD. Memberships may be cancelled through the Member Services page.
6.2. NO REFUNDS FOR UNUSED PORTION OF MONTHLY MEMBERSHIP. You hereby acknowledge and agree that if You cancel Your monthly membership, Your username and password will be removed from the system at the end of the then current monthly membership period and that You will be entitled to receive the full benefits of Your monthly membership until the end of such period. You shall not be entitled to any pro-rated or partial refund if You cancel Your monthly membership before the end of the then current monthly membership period. You agree that if You cancel at any time after purchasing a monthly membership to the Web Site (e.g., 20 minutes after You sign up), You will still be charged the full month’s membership fee.
6.3. COMPANY RESERVERS RIGHT TO CANCEL ANY MEMBERSHIP AND ISSUE REFUNDS. The Company may, at any time and at its sole discretion, cancel any trial membership or any monthly membership; provided, however, that if the Company cancels any trial membership prior to its expiration, the Company shall provide a pro-rata refund for the remaining portion of the canceled month’s membership by automatic credit.
7. RESERVED RIGHT TO DISCONTINUE ANY FEATURE OF WEB SITE. You acknowledge and agree that the Company and third party Content providers may temporarily or permanently modify, diminish or discontinue entirely any feature, function, service or part of the Web Site or Membership, or any Content or other Materials available in, at, through or in association with the Web Site, at any time, in the Company’s sole discretion, or, as relevant, in the sole discretion of the applicable third party Content provider(s).
8. PAYMENT PROCESSING AUTHORIZATION. You hereby authorize the Company’s Internet Payment Service Providers and other authorized agents and assigns (“Authorized Processors”) to charge Your credit card to pay for Your membership fee, if any, and all monthly membership fees, including RECURRING MONTHLY MEMBERSHIP FEES to the Web Site at the then current standard monthly membership rate. You further authorize the Authorized Processors to charge Your credit card for any and all purchases of products, services and entertainment available through, at, in or on, or provided by the Web Site. You agree to be personally liable for all charges incurred by You during or through the use of Web Site. Your liability for such charges shall continue after termination of Your membership.
8.1. ONLY YOU MAY ENTER YOUR CREDIT CARD INFORMATION INTO FORMS AT OR ASSOCIATED WITH THE WEB SITE. You acknowledge, agree and warrant that the name, account number, expiration date, security code, if any, and all other information relating to any credit card you use to pay for your Membership or any other any service or products in, at, through or in association with the Web Site, was and, at all times, shall be entered by only You at credit card data forms and data request prompts located in, at or associated with the Web Site.
9. PAYMENT AUTHORIZATION.
9.1. GENERALLY. Payment for the services provided to You in, at, through or in association with the Web Site may be made by automatic credit card debit, debit card, online checks, Short Message Signal (“SMS”) billing, and other approved payment means offered in, at, through or in association with the Web Site, and You hereby authorize Company and its agents to transact such payments on Your behalf.
9.2. AUTHORIZATION TO CHARGE YOUR CREDIT CARD. You hereby authorize the Company’s Internet Payment Service Provider to charge Your credit card to pay for Your Membership to the Web Site. You further authorize the Company’s Internet Payment Service Provider to charge Your credit card for any and all purchases of products, services and other entertainment available in, at, through, or in association with the Web Site. You agree to be personally liable for all charges incurred by You in association with Your access or other use of any live shows or other Content provided by the Company or any third party in association with the Web Site. You acknowledge and agree that Your liability for all such charges shall continue after termination of Your access or any type of membership arrangement with the Company.
9.3. AUTHORIZATION TO CHARGE YOUR CREDIT CARD OR OTHER SELECTED PAYMENT MEANS FOR AUTOMATIC RENEWALS OF YOUR MONTHLY RECURRING MEMBERSHIP. Unless and until You notify the Company that You wish to cancel or terminate Your Membership to Web Site, You hereby agree and authorize Company’s Internet Payment Service Provider to automatically renew Your Membership to the Web Site on a continuing monthly basis and to charge Your credit card (or other payment means you have selected) to pay for the ongoing cost of Your Membership. You hereby further authorize Company’s Internet Payment Service Processor to charge Your credit card (or other approved payment means you have selected) for any and all purchases of products, services and entertainment provided to in, at, through or in association with the Web Site.
9.4. OBLIGATION TO REPORT LOST OR STOLEN CREDIT CARD. You further agree that as a Member and User of the Web Site, You must promptly inform Company’s Internet Payment Service Processor of any and all the following: loss or theft of the credit card, debit card or information theft associated with the online checking account or other selected payment means used to pay for Membership to the Web Site or other goods or services obtained in, at, through, or in association with the Web Site; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security regarding Your Membership, such as loss, theft, unauthorized disclosure or unauthorized use of an ID, access code or Password; and all other changes pertaining to Your credit card, debit card, online checking or other payment account used to pay for services or products in, at, through or in association with the Web Site, pursuant to this Agreement, or otherwise, which may affect the Company’s ability to expeditiously obtain payments due to the Company. You agree that You will remain liable for any unauthorized use of the Web Site and use of any services or products obtained in, at, through or in association with the Web Site or Your Membership, until You have notified Company’s Customer Service.
9.5. FRADULENT REPORTING OF UNAUTHORIZEDCREDIT CARD CHARGE; LIQUIDATED DAMAGES. You hereby agree that any fraudulent reporting of a lost or stolen credit card used to obtain goods or services in, at, through, or in association with the Web Site, the Company or any third party service provider or affiliate related thereto, or any fraudulent reporting of an unauthorized charge to Web Site on Your credit card, which has been made by You or anyone under Your authority, at a time when a charge or other obligation for payment for goods and/or services to the Web Site or a related third party remains outstanding at the time of such fraudulent reporting, shall cause You to be liable to the Company for liquidated damages of $25,000.00 for each instance of such fraudulent activity. The liability for liquidated damages specified in this Paragraph shall not limit any other liability You may have for breach(es) of any other terms, conditions, promises or warranties set forth in this Agreement, or for any infringements of the Company’s or any other person’s or entity’s intellectual property rights or the infringement of any other rights or violations of any laws.
