1. Acceptance of Agreement
If you do not agree to the terms and conditions of this Agreement, then you should immediately cease all usage of the Website and exit the Website now.
2. Scope of Services. We offer information and instructional services in the field of exercise and fitness only. We do not provide health-care services of any kind. Our services do not take the place of the advice and treatment that is provided by health-care providers. If you need health-care services of any kind, you must consult an appropriate provider.
3. Assumption of Risk and Waiver of Claims.
3.1 Exercise and fitness training are generally recommended by health-care providers as a part of a healthy lifestyle, but any exercise or fitness regimen may pose health risks to certain individuals, especially those with pre-existing conditions, whether detected or undetected. For that reason, you are advised and strongly cautioned to consult an appropriate health-care provider to determine if the products and services available through The Ab Lab are appropriate for you before you make use of these products and services. You are wholly responsible and liable for the consequences of using our products and services without the approval of your health-care provider.
3.2 Illness, injury or even death may result from improper exercise and fitness training and/or the exercise or fitness training that is inappropriate for a particular individual.
3.3 As a condition for our permission to access and use the products and services that are available through The Ab Lab, you acknowledge and agree that you assume any and all risk, including any risk of illness, injury, death, damage or loss, that may arise in any way from your decision to use the products and services that are available through The Ab Lab. You waive and release any and all claims that you may be entitled to assert against us, and/or our shareholders, directors, officers, managers, employees, contractors, vendors, partners, successors, and assigns, relating to your use of these products or services, any other aspect of the Website, and/or the other products and services of The Ab Lab.
3.4 The assumption of risk, and the waiver and release of claims, set forth above also apply to the products and services of instructors and trainers who may have prepared or contributed to, or who may have appeared in, the products and services available through The Ab Lab.
4. Limited License; Permitted Uses.
The Website may be used by, and our services are available to, individuals who can form legally binding contracts under applicable law. If you are under the legal age, you must obtain the verifiable legal consent of a parent or legal guardian. You must (a) provide all equipment necessary for your own Internet connection, including computer and/or tablet and/or mobile device and modem, and (b) provide for your own access to the Internet.
Subject to the terms and conditions set forth herein, you are hereby granted a limited, non-exclusive, non-transferable, restricted, and revocable right and license to (a) access and use the Website strictly in accordance with this Agreement; (b) use the Website solely for internal, personal, non-commercial purposes; and (c) print out discrete information from the Website solely for internal, personal, non-commercial purposes and provided that you comply with terms and conditions of this Agreement, including the restrictions on the use of our intellectual property and/or the intellectual property of third parties. No other right, title or interest is granted in or to the Website and/or its contents.
You shall not modify the Website nor adapt, translate, reverse engineer, decompile, disassemble, and/or otherwise attempt to discover the source code of the Website’s software, nor take any other steps to discover the confidential information and/or trade secrets contained on the Website.
5. Intellectual Property
All content included or available through the Website, including the Website design, code, organization, text, graphics, design, interfaces, and the selection, sequencing, and arrangements thereof (“Content”), and all trademarks (including THE AB LAB®), copyrights, patents, database rights and other intellectual property rights relating to the Website and the products and services of The Ab Lab (including THE AB LAB dAPP™ for which patent is pending) are owned solely and exclusively by The Ab Lab or by a third party that has licensed the Content to us. Any use of materials on or from the Website, including the copying, reproduction, modification, adaptation, distribution, use, publication, replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without the prior written express permission of an authorized officer of The Ab Lab, is strictly prohibited, except as expressly set forth in Section 4 (Limited License; Permitted Uses) above.
You shall not acquire ownership rights to any content, document or other materials viewed through the Website. Our posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.
THE AB LAB is among our trademarks. Other product and company names mentioned on the Website may be trademarks of their respective owners.
6. Refunds. Except as otherwise required by applicable law, no refunds are given on the purchase of products or services from The Ab Lab unless (i) the product as offered was not delivered or was defective when delivered, and/or (ii) the service was not rendered as offered.
7. Payment Transactions. Your purchase of products and services through the Website may be processed by one or more third-party service providers. You acknowledge and agree that The Ab Lab and the various released parties described in Section 3 (Assumption of Risk and Waiver of Claims) above are not responsible or liable for the conduct of such third parties. By way of example only, the terms and conditions of Section 22 (Third Party Services) and Section 23 (Links to Other Websites) apply to all such third parties.
8. Restrictions and Prohibitions on Use
Your license for access and use of the Website and any Content on the Website is subject to the following restrictions and prohibitions on use: (a) you may not make unauthorized copies of any Content on the Website or distribute any Content to anyone without permission; (b) you also may not use any Content from the Website in any manner that may infringe any copyright, intellectual property right, proprietary right, or privacy right of us or any third parties; or (c) you may not use the Website for the purpose of gathering information for or transmitting unsolicited email, telephone calls or facsimile transmissions.
You are responsible for compliance with any and all laws, rules and regulations regarding your use of the Website and its content. You shall not use or access the Website in any way that violates applicable state, federal, or international laws, regulations, or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violates any applicable local, state, national or international law or regulation. You agree not to upload, post, email, transmit, or otherwise make available any content that (a) is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech; (b) discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information that could be used to identify an individual; and/or (c) is intended to “stalk,” threaten, abuse or otherwise harass another person. We reserve the right to remove all such content and to deny access to any user who posts such content.
9. Your Material
You hereby grant to The Ab Lab and our successors a worldwide, irrevocable, transferrable, sub-licensable, fully-paid, royalty-free, and non-exclusive license to publish, use, reproduce, transmit, display, distribute and delete any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (“Material”) that you post on our Website, except for commercial purposes. You further acknowledge and agree that you, and you alone, are responsible for the development and posting of your Material. You cannot choose who can view your Material because all comments to the Website blog are publicly available.
You represent and warrant that: (a) you own the Material posted by you on our Website or otherwise have the right to grant the rights and licenses set forth above in this Section 9; (b) the posting and use of your Material on or through our Website does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (c) you agree to pay for all royalties, fees, and any other monies owed by reason of Material you post on or through our Website; and (d) you have the legal right and capacity to enter into this Agreement.
The Ab Lab may make available through the Website various documents (“Documents”). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign, or transfer such license. Documents are provided “as is” without any representations or warranties, express or implied, of legal effect, completeness, or accuracy. Copyright in the Documents is reserved to us or our licensors.
11. Your Representations and Warranties
You represent and warrant to The Ab Lab that: (a) you have the full power and authority to enter into and perform your obligations under this Agreement; (b) your assent to and performance of your obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (c) all information provided by you is accurate, current and will be updated by you to remain current; (d) this Agreement constitutes legal, valid and binding obligations on you that is enforceable in accordance with its terms and conditions; (e) you will not infringe the patent, copyright, trademark, trade secret, privacy, right of publicity or other intellectual property or proprietary right of any third party in your use of the Website; (f) you will comply with all applicable laws, rules and regulations in your use of the Website, as well as the agreed upon terms and conditions of this Agreement; and (g) you understand and acknowledge that The Ab Lab may terminate your use of the Website and this Agreement as it pertains to you at any time in its sole discretion.
12. Linking to the Website
You may provide links to the Website in a manner that does not state or suggest an affiliation with us, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Website, (b) your website does not engage in illegal or inappropriate activities, and (c) you discontinue providing links to our Website immediately upon request by us.
13. Errors, Corrections and Changes
We do not represent or warrant that our Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Website at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Website.
14. Third-Party Content
Third-party content may appear on the Website or may be accessible via links from the Website. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of third-party content on the Website. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect The Ab Lab’s beliefs.
15. Unlawful and Wrongful Activity
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing to the extent permitted by applicable law any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.
You agree to indemnify, defend and hold The Ab Lab and our shareholders, directors, officers, managers, employees, contractors, vendors, partners, successors, and assigns (collectively, “Affiliated Parties”) harmless from any liability, loss, claim, demand, and expense, including reasonable attorneys’ fees, related to your violation of this Agreement or use of the Website, including any infringement by you of any intellectual property or any other right of any person or entity, and/or any waived and/or released claims, and/or any risk that you have assumed under this Agreement.. This Agreement will be binding upon and inure to the benefit of any of our licensees, successors or assigns.
Your right to use the Website is not transferable nor assignable. Any password or right given to you to obtain information or documents is not transferable nor assignable.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THIS WEBSITE AND THE INFORMATION, CONTENT, AND DOCUMENTS PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
19. Limitation of Liability
In addition to the Assumption of Risk and the Waiver and Release set forth above, The Ab Lab and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Website or any products obtainable therefrom; (b) the unavailability or interruption of the Website or any features thereof; (c) your use of the Website; (d) Content contained on the Website; or (e) any delay or failure in performance beyond the control of an Affiliated Party.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE AB LAB AND AFFILIATED PARTIES ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, ANY RELATED INFORMATION, CONTENT, AND/OR DOCUMENTS EXCEED ONE HUNDRED AND 00/100 DOLLARS ($100.00) AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
20. Use of Information
21. Modifications and Interruption to Website
The Ab Lab reserves the right to stop providing the Website with or without notice to you. We shall not be liable to you or any third party should we exercise its right to stop providing the Website. You acknowledge and accept that (a) The Ab Lab does not guarantee continuous, uninterrupted or secure access or use of the Website, and (b) operation of the Website and may be interfered with or adversely affected by numerous factors or circumstances outside of The Ab Lab’s control.
22. Third-Party Services
The Ab Lab may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT WEBSITES OR ANY OTHER WEBSITE LINKED TO OUR WEBSITE.
23. Links to Other Websites
The Website may contain links to other websites that are owned and operated by online merchants and other third parties and may rely on third-party information to provide services through the Website. You acknowledge that (a) we not responsible for the availability of, or the content located on or through, any third-party site, nor the accuracy of the information provided by any third party, and (b) we do not investigate, monitor, or check for accuracy or completeness such websites. Inclusion of any linked website on our Website does not imply approval or endorsement of the linked website by us.
If you decide to leave our Website and access these third-party websites, you do so at your own risk. You should contact the site administrator or webmaster for those third-party sites or administrator of any such third party as applicable if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms and conditions of use and privacy policies of each site, and The Ab Lab is not responsible therein. You are strongly encouraged to review said terms and conditions of use and privacy policies of third-party sites.
24. Legal Compliance
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and the Content provided therein.
25. DMCA Take-Down Notices.
The Ab Lab will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for The Ab Lab:
Name of Agent Designated to Receive Notification of Claimed Infringement on behalf of The Ab Lab: Jonathan Kirsch, Esq. Full Address of Designated Agent to Which Notification to The Ab Lab Should Be Sent: Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067 Telephone Number of Designated Agent: (310) 785-1200 Facsimile Number of Designated Agent: (310) 286-9573 Email Address of Designated Agent: email@example.com
Governing Law and Jurisdiction. This Agreement shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California without giving effect to conflicts of law principles. You agree that venue for any action at law or in equity arising out of or relating to this Agreement shall be exclusively limited to the state or federal courts located in the City of Los Angeles, California. You hereby consent and submit to the exercise of personal jurisdiction over you by such courts for the purpose of litigating any such action, and waive any defenses of lack of minimum contacts or forum non conveniens.
One-Year Limitation. Any cause of action by you with respect to the Website (and/or any information, Content, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred, to the extent permitted by law. All actions shall be subject to the limitations and restrictions set forth in this Agreement.
Partial Invalidity. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by The Ab Lab, in its sole discretion, to a third party in the event of a merger or acquisition or sale of all or substantially all of the assets of The Ab Lab. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between you and The Ab Lab.
To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.