Terms of Use

WebExercises, Inc.

Terms of Use Agreement

(Last Modified August 25, 2014)

THIS TERMS OF USE AGREEMENT WAS MODIFIED ON August 25, 2014. ALL USERS ARE ADVISED TO REVIEW THIS AGREEMENT IN FULL, TAKING NOTE OF THE HIGHLIGHTED AND UNDERLINED MODIFICATIONS. YOUR CONTINUED USE OF WEBEXERCISES CONTENT INDICATES YOUR AGREEMENT TO THE FOLLOWING TERMS OF USE AND ALL MODIFICATIONS.

This WebExercises, Inc. Terms of Use Agreement provides important information about your WEBEXERCISES account, so you should take the time to read and understand it. As used herein, “WEBEXERCISES” shall mean and include WebExercises™, WebExercises, Inc., WebExercises, WEBEXERCISES.COM and, where applicable, WebExercises Rehabilitation System™.

WEBEXERCISES reserves the right to modify, change, add or remove any part of this Agreement, or any part of the WEBEXERCISES services and features, including price, at any time. If it does so, WEBEXERCISES will post such changes on the webexercise.com site. Please review the Terms of Use Agreement from time to time so you will be apprised of any changes.

IMPORTANT: If you choose to accept this Agreement, you must do so as it is presented to you – no changes (additions or deletions) will be accepted by WEBEXERCISES. If any future changes are unacceptable to you, you should discontinue using WEBEXERCISES. Your continued use of WEBEXERCISES now, or following the posting of any such changes, will indicate your acceptance of this Agreement, and of any such changes.

Defined Terms.

The following are defined terms as used herein:

1. “Services” include access to WebExercises Content for the purpose of guidance and clarification for rehabilitative prescriptions.

2. “Fee Based Service” refers to fees paid by healthcare providers of subscribing organizations in order to access WebExercises Content.

3. “Printed Materials” includes and is not limited to subscribing organization exercise prescription handouts and copies of exercise lists provided to subscribing organizations.

4. “WebExercises Content” includes and is not limited to WebExercises® Desktop, information, programming code, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials that are protected by © copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

5. “Your” and “You”, whether capitalized or not, includes a subscribing individual, group, company or entity and their employees, agents, officers, directors, stockholders and representatives AND all patients and/or clients under the direct supervision of a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other subscribing individual, group, company or entity.

6. “We” and “Us” includes WEBEXERCISES, WebExercises™, WebExercises, Inc., WebExercises, WEBEXERCISES.COM and, where applicable, WebExercises Rehabilitation System™

7. “End User” includes all patients and/or clients under the direct supervision of a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other subscribing individual, group, company or entity.

8. “User” includes a subscribing individual, group, company or entity and their employees, agents, officers, directors, stockholders and representatives AND all patients and/or clients under the direct supervision of a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other subscribing individual, group, company or entity.

Electronic Signature and Agreement Effective Date.

The Terms of Use Agreement will not be “signed” in the sense of a traditional paper document. To verify the contents of this document, the signatory must enter any combination of alpha/numeric characters that has been specifically adopted to serve the function of the signature, preceded and followed by the forward slash (/) symbol. An acceptable “signature” is: /john smith/.

By clicking “I Agree”, you AGREE that you have read the End User License Agreement set out below and AGREE to be bound by all of its terms and conditions. The effective date of this Agreement shall be the date of acceptance by you of this Agreement as evidence by entering your electronic signature and clicking the “I Agree” button herein, or the date you actually use the Services, whichever occurs first.

If you DO NOT AGREE with any provision contained in the End User License Agreement, do not click “AGREE” and you will not be permitted to access the WebExercises Content.

Arbitration in California.

Any dispute or claim arising out of or related to the use of WebExercises Content or this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively (except as provided below) resolved by final binding arbitration utilizing the American Arbitration Association (AAA)’s Commercial Arbitration Rules and a single arbitrator. The arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The arbitrator will not award attorney’s fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Marin County, CA; both parties hereby give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California. Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.

Governing Law.

This Agreement shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of laws provisions or principles.

License Grant.

Subject to the terms of this Agreement, WEBEXERCISES grants User a nonexclusive, nontransferable license to access and use the WebExercises Content and Services for internal business purposes only, without the right to sublicense such rights, provided User unconditionally agrees to access and use the WebExercises Content and Services in accordance with this Agreement (“License”). Under the License, User may print out, or otherwise make, printed copies (“Copies”) of the exercise print pages, and other information or materials generated from User’s access and use of the WebExercises Content and Services for internal business purposes only. Any updates, modifications, enhancements or new versions of the WebExercises Content and Services provided or made available to User by WEBEXERCISES, in accordance with this Agreement, shall be considered WebExercises Content and Services subject to this Agreement. WEBEXERCISES may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the WebExercises Content and Services without notice to User or any liability to WEBEXERCISES or any WEBEXERCISES Party; however, WEBEXERCISES agrees to make commercially reasonable efforts to provide User with prior notice of any such changes.

You may not use, or permit others to use, the WebExercises Content except under the terms expressly listed above. Without limiting the previous sentence, you shall not, and shall not permit anyone else to: (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the WebExercises Content; (c) copy the WebExercises Content (except as permitted above); (d) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the WebExercises Content; (e) develop, sell or distribute applications that integrate with the WebExercises Content or otherwise make use of the data; or (f) remove any proprietary notices or labels on or relating to the WebExercises Content.

In addition, you must satisfy such computer and device requirements as we may specify to operate the database. We reserve the right to change those requirements, and the method by which you may obtain the WebExercises Content, from time to time.

All right, title and interest in and to the WebExercises Content (including without limitation all intellectual property rights) shall remain in us and/or our licensors. Without limiting the foregoing, the WebExercises Content is protected by the copyright law of the United States and international copyright treaties, as well as other proprietary rights.

Disclaimer.

WEBEXERCISES HEREBY DISCLAIMS ALL WARRANTIES. WEBEXERCISES IS MAKING THE SITE AND WEBEXERCISES CONTENT AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, WEBEXERCISES CONTENT, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEBEXERCISES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND WEBEXERCISES CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WEBEXERCISES DOES NOT WARRANT THAT WEBEXERCISES CONTENT, THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF WEBEXERCISES CONTENT, THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WEBEXERCISES makes no warranties or guarantees that the information contained herein is accurate or complete, and is not responsible for any errors or omissions therein, or for the results obtained from the use of such information. The information contained herein is not intended in any way to be used as medical advice or to replace medical advice offered by You or other health care professionals familiar with End User’s condition. Use of this information is to be used solely in conjunction with medical advice offered by a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other appropriately certified professional’s physical rehabilitation recommendations. WEBEXERCISES will not be liable for any direct, indirect, consequential, special, exemplary, or other damages arising therefrom. The methods of treatment may change as new information is available, and the information in provided by WEBEXERCISES does not necessarily represent the most current practices or methods in physical rehabilitation.

Health Disclaimer.

WEBEXERCISES and our Services provide guidance and clarification for rehabilitation prescriptions provided over the Internet, and by Printed Materials, and are intended only to assist a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other appropriately certified professional’s physical rehabilitation recommendation efforts. WEBEXERCISES is not a medical organization and cannot give You or End User’s medical advice or diagnosis conditions. The information and reports generated by Us are generated and provided to End User on Your behalf. If End User experiences any pain or exacerbation or has a change in medical condition, they should immediately seek appropriate medical attention.

Limitation of Liability.

You expressly understand and agree that WEBEXERCISES shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or resulting from, (a) the use or the inability to use WEBEXERCISES.COM (including, without limitation, the fee-based products); (b) the use of any WebExercises Content or other materials, including, without limitation, the fee-based products, WebExercises® Desktop, materials on this website or any website or websites linked to this website, (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from this website (including, without limitation, the fee-based products); (d) unauthorized access to or alteration of your transmissions or data; (e) statements or conduct of any third party on our website (including, without limitation, the fee-based products); or (f) any other matter relating to this website or WebExercises Content. In no event shall our total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you, if any, for accessing or using WebExercises Content or this website. If you are dissatisfied with WebExcercises Content or any portion of our website, or with any provision of this agreement, your sole and exclusive remedy is the discontinuation of your use of WebExercises Content and this website.

Registered and Licensed Users.

In order for User to access and use the WebExercises Content and Services, other than WebExercises® Desktop, User shall register with WEBEXERCISES, provide WEBEXERCISES with an email address, pay the license fee (“Fee”) and obtain a unique password for accessing the WebExercises Content and Services (“Password”). The Fee shall be determined at the time of registration based on the Subscription type (pre-paid or monthly membership) and number of licensed users of the WebExercises Content and Services. WEBEXERCISES and User acknowledge and agree that WEBEXERCISES may obtain email addresses from Licensed Users upon their accessing and using the WebExercises Content and Services. User is responsible and wholly liable for all acts or omissions committed under User’s Password and any and all passwords issued by User to Licensed Users.

Data.

User agrees that WEBEXERCISES, including any individual or entity contracted for maintenance, development or any other service required for operation of WEBEXERCISES, is permitted to access any information or data User inputs or provides while accessing or using the WebExercises Content and Services (“Data”) and any reports or numeric results, and prior to User’s submission of Data, reports and numeric results, for the sole purpose of ensuring proper access and use of the WebExercises Content and Services by User in accordance with this Agreement and to maintain and troubleshoot WebExercises Content and Services. Subject to the terms and conditions of this Agreement, WEBEXERCISES shall store and otherwise maintain Data, reports and numeric results, and WEBEXERCISES shall follow the same archival procedures for User’s Data, reports and numeric results as WEBEXERCISES employs for its own data, as modified from time to time in WEBEXERCISES discretion. In the event of any loss or damage to User’s Data, reports or numeric results, User’s sole and exclusive remedy shall be for WEBEXERCISES to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such Data, reports or numeric results which WEBEXERCISES has maintained in accordance with its standard archival procedures.

Hardware and Service Requirements.

User is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services (such as long distance phone or DSL charges) not owned or operated by or on behalf of WEBEXERCISES, that allow User to access and use the WebExercises Content and Services, and for all expenses relating thereto (plus any applicable taxes). User agrees to access and use the WebExercises Content and Services in accordance with any and all operating instructions or procedures that may be issued by WEBEXERCISES, and amended by WEBEXERCISES from time to time. WEBEXERCISES and the WEBEXERCISES Parties do not make any commitments with respect to use or performance of the WebExercises Content and Services with browsers other Internet Explorer 7.0 or higher, FireFox 3.6.11 or higher, or Safari 2 for Apple Macintosh OS.

Desktop Program Minimum System Requirements.
Windows
- Windows Vista Home, Business, or Ultimate: Pentium III 800 MHz or faster
- Windows XP SP2: Pentium III 500 MHz or faster
- 512 MB RAM
- SVGA (1024×786) or higher resolution video adapter and display
- Ethernet or wireless network device
- Internet connection required for some features

Macintosh
- Macintosh computer with PowerPC G3 processor or faster, or Intel-based Macintosh computer
- 512 MB RAM
- Mac OS X version 10.4.8
- Ethernet or wireless network device
- Internet connection required for some features

Performance.

User understands and agrees that the operation and availability of the systems used for accessing and interacting with the WebExercises Content and Services, including, the public telephone, computer networks and the Internet or to transmit information, whether or not supplied by User or WEBEXERCISES, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the WebExercises Content and Services. WEBEXERCISES and the WEBEXERCISES Parties are not in any way responsible for any such interference with or prevention of User’s access and/or use of the WebExercises Content and Services.

Access.

In order to access and use WEBEXERCISES.COM , users must have access to the World Wide Web and must navigate the Internet to https://www.webexercises.com or any other URLs associated with WEBEXERCISES. In order to access and use the Exercise email feature (subscription required) of WebExercises® Desktop, users must have access to the World Wide Web and must have access to email.

Account User and Password.

If you are a registered user or subscriber of WEBEXERCISES.COM, you are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password. You are entirely responsible for any and all activities that occur under your user account. You agree to be financially responsible for all usage or activity of Fee-Based Services subscribed to by you. You also agree to immediately notify us of any other unauthorized use of your user account or any other breach of security known to you.

You agree not to assign, transfer or sublicense your rights as a registered user of, or subscriber to, the Fee-Based Services of WEBEXERCISES.COM.

Restriction on Use of Materials.

All WebExercises Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and WEBEXERCISES owns a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing in the Printed Materials and on WEBEXERCISES.COM are trademarks of their respective owners. WebExercises™ and WebExercises Rehabilitation System™ are trade names and the registered trademark and service mark of WEBEXERCISES. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the WebExercises Content, in whole or in part. When WebExercises Content is received by you in printed form or downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the WebExercises Content or use of the WebExercises Content for any other purpose, including, but not limited to, use of any WebExercises Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive WEBEXERCISES prior written consent. Failure to abide by these terms is a breach of copyright and legal remedy may be sought under copyright, trademark, patent and intellectual property law.

Prohibited Uses.

WEBEXERCISES imposes certain restrictions on your permissible use of WEBEXERCISES.COM. You are prohibited from violating or attempting to violate any security features of WEBEXERCISES.COM, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of WEBEXERCISES.COM, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to WEBEXERCISES.COM, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using WEBEXERCISES.COM to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using WEBEXERCISES.COM; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by WEBEXERCISES in providing WEBEXERCISES.COM. Any violation of system or network security may subject you to civil and/or criminal liability.

California Use Only.

WEBEXERCISES.COM is controlled and operated by WEBEXERCISES from its offices in the State of California. WEBEXERCISES makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to WEBEXERCISES.COM should not be construed as WEBEXERCISES’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

Privacy.

Your privacy is important to us. All personal information that we have about you (including email addresses and credit card details) is kept on a secure database that is not accessible directly from the Internet. To find out what WEBEXERCISES does to protect your personal information, please read our Privacy Policy at https://www.webexercises.com/privacy-policy.

Indemnification.

You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from, or in any way connected to, your use of WEBEXERCISES.COM, WebExercises Content, or our products or offerings (including, without limitation, the Fee-Based Products), your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.

Force Majeure.

WEBEXERCISES shall not be liable for delay or failure in performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the reasonable control and without the gross negligence or willful misconduct of you or WEBEXERCISES, respectively. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or WebExercises Content malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the period of the delay.

Copyright Complaints.

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use WebExercises Content or WEBEXERCISES.COM (or any part thereof) who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us for notice of claims of copyright infringement: WebExercises, Inc., PO Box 1057, Novato, CA 94948.

Eligible Subscribers.

You must be at least 18 years of age to assume the responsibilities of this Agreement. Minors may use the WEBEXERCISES service only if one of their parents or legal guardians assumes the responsibilities of this Agreement and thereby assumes full responsibility for the minor’s use of the WEBEXERCISES service.

Subscription Fees and Service Commitment.

You agree to pay your subscription fee in advance. Your subscription fee will cover the access to WEBEXERCISES. You have a choice of subscription payment options that may change over time. WEBEXERCISES reserves the right to discontinue any subscription payment option at any time without notice. You may switch payment options at the end of each period. If for any reason you need to reactivate your subscription, you may be charged a reactivation fee. If you are signing up for the WEBEXERCISES service under a promotional subscription fee, some additional restrictions may apply. If you have multiple WEBEXERCISES service subscriptions under the same account information, additional terms and conditions may apply. Whatever Your subscription payment option, Your subscription fee does not include any services, features or functionality other than the WEBEXERCISES service. No invoice or receipt will be provided to You for this electronic authorization. If You do not notify WEBEXERCISES of any discrepancies within thirty (30) days after they first appear on any statement, You will be considered to have accepted the amounts charged. You release WEBEXERCISES from any and all liability and claims resulting from any error or discrepancy that is not reported to WEBEXERCISES within that thirty (30) day notice period.

Setup And Customization.

WEBEXERCISES will create any necessary login pages and passwords for Subscriber Administrator, but Subscriber will be responsible for the registration of its End Users. Subscriber shall be permitted to enroll five hundred (500) End Users per year or forty (40) per month when on a month-to-month payment plan.

Annual and Pre-paid Subscriptions.
If you have purchased a pre-paid subscription with a fixed term, you will receive the Service for the duration of your subscription term without further charges from WEBEXERCISES. At the end of your subscription term, your subscription will automatically renew as a monthly billing subscription. Pricing will be subject to the rates in effect at that time for equivalent service. If you have accepted a trial offer for a specific number of days, you will incur the monthly charge if you continue to use the Service after the trial time period. If you terminate your subscription before the end of the fixed term or if WEBEXERCISES terminates your subscription for violations of this Agreement or any of the applicable user policies, and you have paid WEBEXERCISES in advance for subscription services, the amount you have paid for your subscription will not be refunded in whole or in part.

Monthly Billing Subscriptions.
If you have subscribed to the Service on a monthly basis, you agree to pay to WEBEXERCISES a monthly fee (the “Monthly Fee”) in advance, billed monthly, to receive the Service. You authorize WEBEXERCISES to charge your account immediately upon activation of your subscription. For billing purposes, the month will begin on the date you become a subscriber, which may not be the first calendar day of the month. Subscribers who join on the 29th, 30th or 31st day of any month shall be billed on the last day of any month not containing 29, 30 or 31 days. WEBEXERCISES will have the right to increase the Monthly Fee from time to time upon email notification to you at least one month before the effective date of the increase. If you do not cancel your subscription before the end of the notice period, you will be deemed to have agreed to such increase. WEBEXERCISES may change its monthly billing cycle from time to time. If you have accepted a trial offer for a specific number of days, you will incur WEBEXERCISES standard monthly charges if you continue to use the Service after the trial period. If you terminate your use of the Service within the trial period, WEBEXERCISES will not charge you for subsequent months. All fees and charges are stated and payable in U.S. Dollars.

Payment Authorization.

If you choose a subscription option with recurring payments (including any pre-paid subscription option which reverts to a monthly payment plan at the expiration of the pre-paid period), you agree that WEBEXERCISES may automatically charge the subscription fee to your credit or charge card at the beginning of each period. Your WEBEXERCISES service access will not be established until WEBEXERCISES has verified that the credit card information you provide us for payment is accurate and that your credit card account is in good standing. You further agree that WEBEXERCISES may charge any other applicable fees, including any early termination fee, to your credit card. WEBEXERCISES may, as necessary, extend the expiration date of your credit card in order to ensure continued service. WEBEXERCISES may, at its discretion, change the WEBEXERCISES service fees, early termination fee, restocking fee and any other fee, from time to time, and charge fees (which WEBEXERCISES may also change) for features and functionalities that are not a part of the WEBEXERCISES service. WEBEXERCISES will notify you 30 days in advance of any fee changes or new fees applicable to your WEBEXERCISES service subscription; you may obtain the fees currently in effect at any time by contacting WEBEXERCISES Customer Support at 1-415-493-5144 . WEBEXERCISES reserves the right to suspend or terminate your WEBEXERCISES service without notice upon rejection of any credit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to WEBEXERCISES when WEBEXERCISES believes you are liable for the charges. You agree to pay a late charge on all amounts due which remain unpaid for 30 days. The late charge will equal 1.5% of the past due amount, or the highest rate allowed by law, whichever is less, per month until paid. Such rights are in addition to and not in lieu of any other legal right or remedies available to WEBEXERCISES. WEBEXERCISES reserves the right to refer your account to a third party for collection in the event of an ongoing default. WEBEXERCISES is entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys’ fees.

Email OPT IN.

By creating a User Account, you not only agree to the TERMS OF USE AGREEMENT but we will also record your email opt-in status as YES. This email opt-in status applies for all email communications with WEBEXERCISES, such as administration, support, marketing, event planning, email discussion lists, and other uses as described herein. To change your opt-in status at any time, select the “update subscription preferences” at the bottom of every email communication.

Personal Media Content.

“My Exercise(s)” Content – By posting content, you warrant and represent that you own or have a license to all of the content and information you upload on WebExercises.com, including copyright and privacy rights, and you shall indemnify and hold WebExercises and its shareholders and owners from and against any issues related thereto. Specifically, you are either the photographer/videographer (or have a signed release from the photographer/videographer) and you are the model (or you have a signed release from the model) and you wrote any text you are uploading (or you have a signed release from the writer). You can edit your exercise information on your own. Specifically:

1. For content that is covered by intellectual property or privacy rights, including photos, videos, and text instruction (“IP content”), you specifically give us the following permission: you grant us a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with WebExercises (“IP License”). This IP License remains in effect after you terminate your WebExercises account since your content has been shared with others, and they cannot deleted it.

2. WebExercises has the right to completely remove or move any exercises or photos into different categories on the site for any reason. Deletion may occur immediately without warning. Reasons for deletion include, but are not limited to: inappropriate content, irrelevant content, possible copyright infringement, content for which we have received a complaint, possible privacy infringement (e.g., use of a photo/video of a person without their written permission, or someone underage without their guardian’s consent), content with company names or logos showing, content with line drawings, content with blank images, content with very small images, content with product endorsements (unless approved by us), etc.

3. Photos/videos used must be your original work; they cannot be taken by others (even if you are the model) without a photo/video release by the photographer/videographer. You shall be fully responsible for uploading and using only photos/videos you have full right and title/license to use.

4. Other account users cannot view exercises that are uploaded to the “My Exercise(s) section unless they have a “Professional” multi-provider or Volume License account, which provides same account access to multiple providers within an organization.

Termination of Service.

Subject to any Service Commitment to which you may be bound, you may terminate your account, this Agreement, and your right to use the WEBEXERCISES service, at any time and for any reason or no reason, by contacting WEBEXERCISES Customer Support at 1-415-493-5144 . The WEBEXERCISES service will be terminated within 24 hours after your call and unused subscription fees are nonrefundable. Notwithstanding anything to the contrary in this Agreement, WEBEXERCISES retains the absolute right to immediately suspend or terminate your account, and terminate this Agreement, if the charges to your credit card for the fees described in “Subscription Fees and Service Commitment” and “Payment Authorization” are refused for any reason, if you breach any provision in this Agreement, if you misuse the WEBEXERCISES service, and/or if you use the WEBEXERCISES service or WebExercises Content in such a manner as to infringe upon the intellectual property rights of WEBEXERCISES or any third party. In addition, WEBEXERCISES reserves the right to terminate your account and this Agreement for any other reason or no reason if WEBEXERCISES gives you at least 30 days advance notice of such termination. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the WEBEXERCISES service before termination.

Shopping through WEBEXERCISES.

When you purchase a product from a third party merchant, you are buying directly from that merchant and not from WEBEXERCISES. WEBEXERCISES is not responsible for the actions or omissions of a merchant, any advertising claims made by the merchant, or any damage or harm that may result from your use of products purchased from the merchant. All aspects of your purchase, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance, service, and delivery, are solely between you and the merchant. Your rights and remedies with respect to a particular purchase will be solely against the merchant, and any questions, complaints, and claims related to a product should be directed to that merchant. If you have any concerns about sending credit card information over the Internet, please use an alternative means of payment. By sending any sensitive information, such as credit card information, over the Internet while you are shopping with the third party, you agree that WEBEXERCISES will not have any liability if the encryption technology fails to protect your information.

Affiliated Sites.

WEBEXERCISES has no control over, and no liability for any third party websites or materials. WEBEXERCISES works with a number of partners and affiliates whose Internet sites may be linked with WEBEXERCISES.COM. Because neither WEBEXERCISES nor WEBEXERCISES.COM has control over the content and performance of these partner and affiliate sites, WEBEXERCISES makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and WEBEXERCISES assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of WEBEXERCISES.COM, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that WEBEXERCISES makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

Submission of Ideas.

WEBEXERCISES is always improving its Services and Products and developing new features. If you have ideas regarding improvements or additions to WEBEXERCISES, we would like to hear them — but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO WEBEXERCISES BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO WEBEXERCISES, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO WEBEXERCISES THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT WEBEXERCISES IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY WEBEXERCISES, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

Customer Service Support and Training.

Unless User and WEBEXERCISES enter into a separate agreement, WEBEXERCISES will not provide any training or on-site support to User relating to the WebExercises Content and Services, including WebExercises® Desktop. WEBEXERCISES will provide User with (a) commercially reasonable telephone and email support for the WebExercises Content and Services during normal business hours; and (b) updates and enhancements for the WebExercises Content and Services, to the extent that WEBEXERCISES generally makes such updates and enhancements available to Users without a separate charge. Updates to WebExercises® Desktop are not included as part of the original purchase price. WebExercises® Desktop updates and software changes including new exercise content will be made available for an additional fee. WEBEXERCISES will provide email only support to Users outside the U.S. and Canada, and all support will be provided in the English. Customer support will address basic issues related to use of the WebExercises Content (i.e., registration, navigation, and configuration), but will not include issues with respect to a User’s own internet connectivity issues or computer hardware issues. WEBEXERCISES may conduct maintenance of the WEBEXERCISES hosted WebExercises Content sites, which will normally be performed during non business days. During that scheduled maintenance time, the Service and the WebExercises Content will not be available for use by Customer or its End Users.

Severability; Waiver.

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.