TERMS OF SERVICE
CARONIFIT Online Fitness
Effective Date: November 13, 2022
CHANGES TO THE TERMS
These Terms may change as we continue to evolve our business, as well as the Services or any portion thereof. If we change these Terms, we will post the revised document here and such changes will be effective immediately upon that posting. Your continued use of the Services constitutes your acceptance of such changes and agreement to be bound by the modified Terms, and so we recommend that you review these Terms periodically when accessing or using the Services.
These Terms were last updated as of the date set forth above.
ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
Informal Dispute Resolution
Our goal is to do our best to ensure that every experience with CaroniFIT® will exceed your expectations. If that doesn’t happen, we hope you will give us the opportunity to try to address any problem or concern. To do so, please contact us as described in the CONTACT US section below. When contacting us, we ask that you include your name and email address, and a description of your problem or concern and any specific relief you seek.
By using the Services, you and CaroniFIT® agree to submit any and all Disputes (as defined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). Arbitration shall be before either (1) JAMS (formerly known as Judicial Arbitration and Mediation Services), www.jamsadr.com, or (2) the American Arbitration Association (“AAA”), www.adr.org. If you initiate arbitration, you shall have the choice as between these two arbitration forums; if CaroniFIT® initiates arbitration, it shall have the choice as between these two arbitration forums.
WE AND YOU EACH AGREE THAT, ANY AND ALL DISPUTES (AS, AND TO THE EXTENT, DEFINED BELOW), WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
Class Action Waiver
By using the Services, you agree that the arbitration of any Dispute (as defined below) shall be conducted on an individual, not a class-wide or collective basis, and that no such arbitration proceedings may be consolidated with any other arbitration or other legal proceedings involving CaroniFIT® or any other person. You further agree that you, will not be a class representative, class member, or otherwise participate in a class, representative, collective, or consolidated proceeding against CaroniFIT®. We and you agree that the arbitrator of any Dispute between us may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claim (such as a class action, representative action, consolidated action or private attorney general action).
If the foregoing class action waiver (“Class Action Waiver”) or any portion thereof is found to be invalid, illegal, unenforceable, unconscionable, void or voidable, then the Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court. Any claim with respect to the scope of an arbitrator’s authority, jurisdiction, or the validity, legality, enforceability, unconscionability, or applicability of this Arbitration Agreement and Class Action Waiver shall be decided by the arbitrator.
Definition of Dispute
Except as described below, the term “Dispute” in this Arbitration Agreement and Class Action Waiver means any dispute, claim, or controversy between you and CaroniFIT® regarding any aspect of your relationship with CaroniFIT®, including without limitation those alleging or based in contract, statute, regulation, ordinance, tort, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior, or any other legal, statutory or equitable theory, and includes the validity, enforceability or scope of these Terms.
Notwithstanding the foregoing, any claim pursuant to the GOVERNING LAW; EQUITABLE RELIEF section below shall be determined by a court of competent jurisdiction and not by an arbitrator.
How Will the Arbitration Work?
Either you or CaroniFIT® may initiate arbitration proceedings. The arbitration will be conducted before a single arbitrator. The arbitration will be an individual arbitration, and shall in no event be commenced as a representative or class arbitration.
If you or CaroniFIT® initiate arbitration, you and we have a choice of doing so before JAMS or the AAA:
For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267.
Which particular rules apply in AAA arbitration will depend on how much money is at issue. For less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes/Consumer Arbitration Rules will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879.
If required for the enforceability of the Arbitration Agreement under the Federal Arbitration Act, CaroniFIT® will pay all arbitrator’s costs and expenses. If not, those costs will be paid as specified in the above-referenced rules.
ACCESS TO THE SERVICES
You are solely responsible for any charges incurred in obtaining access to the Services, including without limitation charges from your Internet service provider and/or wireless carrier. The Services are currently provided for free; however, CaroniFIT® reserves the right to change the nature of this relationship at any time, without notice or liability to you. In addition, access to the Services or portions thereof may be limited to CaroniFIT® members.
We endeavor to be accurate when describing and displaying products and services on the Services. However, items may occasionally be mispriced, described inaccurately, or unavailable (for example, due to delays with respect to updating the Services). Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. The particular technical specifications and settings of your device and its display could affect the accuracy of its display of the colors of products offered on the Services. As a result, and as set forth in the GENERAL DISCLAIMERS section below, CaroniFIT® does not and cannot guarantee the accuracy, reliability, currency or completeness of the information on the Services, including prices, product images, descriptions, specifications, and indications of availability. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time with or without notice.
Some portions of the Services may invite or require you to create an account and associated log-in credentials, and you may not be able to access certain Content or features, functionalities, or services of the Services, without creating and logging into such an account. In some instances, the right to create an account may be limited to current members of CaroniFIT® in good standing. You agree to provide true, accurate and current information when creating an account, and you are responsible for updating your account information as needed to ensure it remains current.
You are responsible for maintaining the confidentiality of your log-in credentials, and you hereby acknowledge and agree that you are fully responsible and liable for all usage and activities that occur under your account, whether authorized by you or not. You agree to notify CaroniFIT® immediately if you know of or suspect any unauthorized use of your account or password or any other breach of security related to your account.
Notwithstanding anything to the contrary in these Terms, CaroniFIT® reserves the right to deny the creation of, suspend access to or terminate any account(s), or to remove or modify Content, features, functionalities and/or services available to account holders, at any time in its sole discretion and without notice or liability to you.
USING THE SERVICES
Subject to your compliance with these Terms and other agreements that may be applicable to the use of the Services, CaroniFIT® gives you a personal, limited, non-exclusive, non-transferable, and revocable right to access and use the Services solely for your personal and non-commercial use. However, CaroniFIT® does not give you any right to, and you hereby agree not to:
Use the Services, or any portion thereof, for any commercial use or for the benefit of any other person or entity, including without limitation by selling, renting, leasing, assigning, transferring, hosting, or otherwise commercially exploiting any Services or any portion thereof.
Copy, stream, reproduce, duplicate, archive, store (other than standard browser caching or App installation/usage), download, publish, modify, make derivative works of, reverse engineer, translate, or distribute any Services or portion thereof by any means, other than as expressly allowed by these Terms or as otherwise clearly contemplated by the features and functionalities of the Services – for example, by sharing Content through a social media “share” feature. You may also print or save to your computer, phone or personal device a reasonable number of pages or Content from the Services, but solely for your own personal, internal and non-commercial purposes.
“Frame” or use the Services or any Content in any way that might confuse, misdirect, or misrepresent their source, or sponsorship or affiliation thereof or therewith.
Remove, alter, bypass, avoid or circumvent any copyright, trademark or other proprietary notice, digital rights management mechanisms or other content protection measures included in or associated with the Services or any Content. Similarly, you may not modify, remove, or otherwise interfere with any embedded player that may made available in connection with certain Content.
Use any software robots, spiders, crawlers, or similar data mining, gathering or extraction tools or methods, whether automated, programmed or manual, including without limitation to access, acquire, copy, monitor or make submissions through any portion of the Services.
Knowingly or intentionally take any other action that may impose an unreasonable burden or load on the Services, CaroniFIT®, or its servers and infrastructure or that of its service providers.
Take any action in connection with your use of the Services or Content which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with your use thereof.
Otherwise use the Services or Content for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to CaroniFIT® or third parties) or the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”).
FINALLY, DO NOT USE THE SERVICES WHILE OPERATING A VEHICLE OF ANY KIND OR WALKING/RUNNING. SUCH USE MAY DISTRACT YOU, MAY CREATE A HAZARD FOR YOU OR OTHERS AND MAY BE ILLEGAL IN YOUR JURISDICTION.
Any unauthorized use by you, or otherwise under your account or on your computer or personal device, of the Services or any portion thereof will immediately terminate the limited rights granted to you under these Terms, and such termination will be without prejudice to any other right or remedy CaroniFIT® may have under applicable law or in equity.
As between you and CaroniFIT®, CaroniFIT® owns, or has all applicable rights in and to, the Services and all content displayed or made available on or through, or otherwise included in, the Services, including without limitation all text, video clips, audio clips, graphics, trademarks, service marks, trade names, logos, icons, images, data, information, code and software, regardless of whether registered or unregistered, and any combinations and compilations thereof (collectively, “Content”). The Services and Content, including the selection, coordination, arrangement and enhancement of Content and the design, layout and “look and feel” of each of the Services, constitute valuable intellectual property of CaroniFIT® and its licensors, and are protected by applicable copyright, trademark and other applicable intellectual property rights and laws.
The Services and Content are licensed, not sold, to you, and your limited rights to access and use the Services and Content are conditioned upon your compliance with these Terms. Except as expressly set forth herein, nothing in these Terms or otherwise will transfer any title, interest or right in or to any Services or Content to you. CaroniFIT® hereby expressly reserves all rights not expressly granted in and to the Services and Content.
COMMENTS; NO UNSOLICITED IDEAS
All Comments will be treated as non-confidential, and therefore you agree not to post, submit or send to CaroniFIT®, on an unsolicited basis, any ideas, confidential information, proprietary information or other Comments that you do not wish to make available and license to CaroniFIT® for its use, including without limitation ideas for new or improved products, services, technologies, marketing, advertisements promotions or other services, products or offerings and any original creative materials such as stories, videos, computer code, images or artwork (all of the foregoing, collectively, “Unsolicited Ideas”). Please understand that while we sincerely appreciate the enthusiasm and interest in our company and brand, it is the long-standing policy of CaroniFIT® to not accept or consider any Unsolicited Ideas. We employ a talented staff of employees, and have existing relationships with outside consultants or vendors, who may be working on the same or similar ideas. The intent of this policy against the acceptance or consideration of Unsolicited Ideas is to avoid the possibility of future misunderstandings when projects developed by our staff, consultants or vendors might seem to others to be similar to your own work.
If, despite this policy, you nonetheless choose to post, submit or otherwise send to CaroniFIT® any Unsolicited Idea, by doing so you are acknowledging and agreeing that: (1) you are not posting, submitting or sending any confidential or proprietary information; (2) CaroniFIT® has no obligation to review or use the Unsolicited Idea or to keep it confidential; and (3) CaroniFIT® will consider the Unsolicited Idea as a Comment licensed to CaroniFIT®, which it may use, reproduce, disclose, publish, distribute or otherwise exploit as described above, and you hereby agree to waive any and claims against CaroniFIT® in connection with the foregoing to the maximum extent permitted by applicable law.
THIRD PARTY SITES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CaroniFIT® MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SITES AND HAS NO RESPONSIBILITY FOR SUCH THIRD-PARTY SITES OR THE CONTENTS, FEATURES OR OPERATION OF SUCH THIRD-PARTY SITES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS AND USE ANY THIRD-PARTY SITE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CaroniFIT® WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF OR RELIANCE ON ANY THIRD-PARTY SITES.
If you choose to receive from or send to CaroniFIT® any text messages (each, a “Texting Program”), CaroniFIT® will not charge you for the text messaging; however, standard text messaging rates will apply to each text message sent or received as provided in your wireless rate plan (contact your carrier for pricing plans and details).
MOBILE TERMS & CONDITIONS
CaroniFIT® will not be liable for any delays in the receipt of any text messages or undelivered messages. Carriers, such as T-Mobile, Verizon Wireless, and AT&T, will also not be liable for any delays in the receipt of any text messages or undelivered messages.
Data obtained from you in connection with any CaroniFIT® Texting Program may include your mobile phone number, your carrier’s name, the date, time and content of your messages, and other information you provide to us as part of this service. We may use this information to contact you and to provide the services you request from us.
CaroniFIT® is not a health care or medical provider. The Services and the features, functionalities, services and Content made available therein, including without limitation any advice, information, workouts, exercises, regimens, nutritional plans, recipes or other materials (collectively, the “Fitness Features”), are provided for general informational purposes only, and do not constitute medical advice or the provision thereof. The Fitness Features are not intended to be relied upon for determining the state of your health or in the diagnosis of any medical conditions and are not, and should not be used as, a substitute for a professional medical evaluation. We advise you to see your physician on a regular basis and to seek their advice prior to engaging in any fitness or nutrition regimen or if you have any questions or concerns regarding your health and fitness regimen or for the diagnosis of specific medical conditions.
By using any Fitness Feature, you acknowledge and understand that it may involve or provide information regarding strength, flexibility, aerobic, cardio, meditation, regeneration or other exercises, all of which can be potentially hazardous activities. You should consult with your doctor prior to using any Fitness Feature. If you choose to use any Fitness Features, you should be in good health and have no disability, impairment, injury, disease or ailment preventing you from engaging in active or passive exercise or which would cause increased risk or injury or adverse health consequences as a result of using such Fitness Features, and you hereby assume all risks associated with using such Fitness Features. IF YOU EXPERIENCE ANY PAIN, DIFFICULTY, DIZZINESS, ILLNESS, OR DISCOMFORT,
WHEN USING ANY FITNESS FEATURE, STOP AND CONSULT YOUR PHYSICIAN OR SEEK EMERGENCY MEDICAL ATTENTION IMMEDIATELY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CaroniFIT® MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FITNESS FEATURES AND IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF OR RELIANCE ON ANY SUCH FITNESS FEATURES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO RELY ON AND/OR USE ANY FITNESS FEATURE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CaroniFIT® WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY AND DEATH, ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF ANY FITNESS FEATURE.
While we endeavor to provide the best digital experience we can, we cannot and do not guarantee that the Services, Content, or any portion thereof will always be fully-functional, current or accurate. For up-to-date information, please contact CaroniFIT®.
YOU UNDERSTAND AND ACKNOWLEDGE THAT CaroniFIT® HAS NO OBLIGATION TO MAINTAIN THE SERVICES, IN WHOLE OR IN PART, NOR DOES IT HAVE ANY OBLIGATION TO PROVIDE YOU WITH ANY RELATED MAINTENANCE OR SUPPORT SERVICES. CaroniFIT® RESERVES THE RIGHT TO RENDER THE SERVICES, IN WHOLE OR IN PART, TEMPORARILY OR PERMANENTLY UNAVAILABLE OR TO OTHERWISE TERMINATE, SUSPEND ACCESS TO, REPLACE, OR MODIFY THE SERVICES OR ANY PORTION THEREOF, AT ANY TIME AND FOR ANY OR NO REASON, WITH OR WITHOUT PRIOR NOTICE OR LIABILITY TO YOU. ANY CONTENT OR OTHER INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES IS ALSO SUBJECT TO CHANGE AT ANY TIME AND WITHOUT NOTICE OR LIABILITY TO YOU.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES, AND ALL ASPECTS THEREOF, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CaroniFIT® MAKES NO REPRESENTATIONS OR WARRANTIES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (1) WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR OPERATE WITH THE DEVICES, HARDWARE OR SOFTWARE YOU USE; (3) WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, OR FREE FROM INACCURACIES, ERRORS, OR MALICIOUS CODE; (4) WARRANTIES THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (5) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LIMITATIONS OF LIABILITY
You agree that, to the maximum extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using and, where applicable, uninstall the Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CaroniFIT®, ITS PARENTS, SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “CaroniFIT® PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF USE, LOST DATA, OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS.
IN ADDITION, IF AND TO THE EXTENT CaroniFIT® IS LIABLE FOR ANY DAMAGES FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CaroniFIT® FOR ALL SUCH DAMAGES WILL BE LIMITED TO TEN DOLLARS ($10.00 USD). Except for any liability of CaroniFIT® under the forgoing paragraph, you acknowledge and agree that the other CaroniFIT® Parties will have no liability to you for any direct damages arising out of the Services or these Terms.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold the CaroniFIT® Parties harmless from and against any claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys’ fees), including any incurred in enforcing this provision, arising out of or in connection with: (1) your access to and/or use of the Services or any portion thereof; (2) your Comments or Unsolicited Ideas; (3) your failure to comply with these Terms or with any applicable law, rule or regulation; (4) your infringement, misappropriation or violation of the Services, Content, or of any third party’s intellectual property right; or (5) any activity occurring by or through your account, whether taken by you or another person accessing or using your account, with or without authorization.
CaroniFIT® will use reasonable efforts to notify you of any claim, action or proceeding subject to the foregoing paragraph once it becomes aware of it, but any failure to provide you with notice shall not limit your indemnification obligations unless you can establish actual prejudice resulted from such failure. CaroniFIT® reserves the right, at your expense, to assume the exclusive defense and control of any claim, action or proceeding for which you are required to provide indemnification, and you agree to cooperate with our defense of these claims. You may not settle any claims, actions or proceedings for which you are required to provide indemnification, without CaroniFIT®’s prior written consent.
You may terminate these Terms at any time by ceasing to access and use the Services and, where applicable, uninstalling the Services. Please understand, however, if you subsequently decide to resume accessing and using the Services, you will again be bound by the then-current Terms. We may terminate these Terms, or otherwise terminate, suspend or restrict your access to and use of the Services, in whole or in part, at any time and without notice or liability to you, for any reason, including without limitation your failure to comply with any portion of these Terms.
However, even after these Terms have been terminated, the sections titled “Arbitration Agreement and Class Action Waiver,” “Intellectual Property,” “Comments; No Unsolicited Ideas,” “Privacy,” “Disclaimers,” “Limitations of Liability,” “Indemnification,” “Governing Law,” “General,” “Additional Terms for Apps,” and any other provision which by its nature is intended to survive, will survive termination of these Terms.
MONITORING OF THE SERVICES
We expressly reserve the right to monitor any and all use of the Services and Content, but have absolutely no obligation to do so, nor to continue to do so at any point. We also reserve the right to investigate and take legal action against any against any illegal and/or unauthorized use of the Services and/or Content.
GOVERNING LAW; EQUITABLE RELIEF
You acknowledge and agree that these Terms are reasonable and necessary, and that your actual or threatened breach of these Terms would give rise to irreparable harm to CaroniFIT® for which monetary damages would not constitute an adequate remedy and, in addition to any and all other rights that may be available in respect of such breach or threatened breach, will entitle CaroniFIT® to immediate injunctive and other equitable relief without any requirement to post bond.
These Terms and any other terms and conditions that may be made available with respect to the Services or portions thereof, constitute the complete and exclusive agreement between you and CaroniFIT® concerning your access to and use of the Services, and supersede and govern over all prior proposals, agreement or other communications. Nothing in these Terms shall be construed as creating any agency, partnership or other form of joint enterprise between you and CaroniFIT®. Our failure to enforce any provision or exercise any right under these Terms will not constitute a waiver of such provision or right, nor will any waiver of any breach of these Terms act as a waiver of any other provision or a waiver of any future breaches. If any provision of these Terms is declared unenforceable or invalid by a court of competent jurisdiction, the provision will be enforced to the maximum extent permitted by law, and the other provisions of these Terms will remain unaffected and in full force and effect. If necessary, CaroniFIT® will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent.
If you have questions regarding these Terms, or the Services, please contact us at email@example.com.