LAST UPDATED: July 16th, 2014
PLEASE READ THIS DOCUMENT CAREFULLY. M Factor Fitness Inc.. (“M Factor Fitness,” “we,” or “us”) is an online fitness and nutrition service located at Mfactorfitnessandnutrition.com (the “M Factor Fitness” site) with related mobile applications and desktop applications, (collectively, the “M Factor Fitness Online Training”). By registering as a member or by using M Factor Fitness Online Training in any way, you accept these Terms of Service (“Agreement”), which forms a binding agreement between you and M Factor Fitness. If you do not wish to be bound by this Agreement, do not use the M Factor Fitness Online Training.
1. Who May Use the M Factor Fitness Online Training 2. License to Use M Factor Fitness Online Training 3. Privacy 4. Membership Requirements 5. Payments 6. Term and Termination; Account Deletion 7. Content Restrictions 8. Code of Conduct 9. Submissions 10. Your Representations and Warranties 11. Indemnification 12. Third Party Links and Content 13. Disclaimers 14. Limitation of Liability 15. Professional Advice Disclaimer / Medical Disclaimer 16. Intellectual Property 17. Copyright / DMCA Policy 18. General Provisions
1. Who May Use the M Factor Fitness Online Training
AGE REQUIREMENT: You must be at least 18 years old to use M Factor Fitness Online Training or any M factor Fitness application.
NOTICE TO PARENTS AND GUARDIANS: You are responsible for monitoring and supervising your child’s use of M Factor Fitness Online Training. If your child is using M Factor Fitness Online Training without your express consent and is under 18, please contact us immediately so that we can disable his or her access. If you have questions about M Factor Fitness Online Training, please contact us at email@example.com.
2. License to Use M Factor Fitness Online Training
LICENSE: M Factor Fitness grants you a limited, non-exclusive license to access and use M Factor Fitness Online Training for your own personal, non-commercial purposes. This includes the right to view content available on M Factor Fitness Online Training. This license is personal to you and may not be assigned or sublicensed to anyone else.
RESTRICTIONS: Except as expressly permitted by M factor Fitness in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble M Factor Fitness Online Training. Nor will you take any measures to interfere with or damage M Factor Fitness Online Training. All rights not expressly granted by M Factor Fitness are reserved.
MOBILE DEVICES, APPLICATIONS AND SET-TOP BOXES/EXTERNAL DEVICES: These Terms of Service also govern the use of our mobile, desktop or set-top devices and related applications (e.g., iOS devices, Android devices, Roku, Xbox, Playstation and other such devices and their corresponding apps). Your use of M Factor Fitness Online Training through any applications or device constitutes your agreement to be bound by these Terms. Any M Factor Fitness application, regardless of the manner and means in which it is downloaded (e.g. the Apple AppStore, Google Android Marketplace, your console’s app store, etc.) is licensed, not sold, to You for use only under these Terms. We, the licensor, M Factor Fitness, Inc. (Application Provider) reserve all rights not expressly granted to You.
If you download the M Factor Fitness Online Training Application, you will be:
- installing a software program on your product in the form of an application;
- entering into this contract with M Factor Fitness, Inc. governing your use of the application.
- What information we may collect about you;
- What we use that information for; and
- When and With whom we share that information.
4. Membership Requirements
REGISTRATION: To fully use M Factor Fitness Online Training, you must register as a member by providing a user name, password, valid email address and valid credit card information. You must provide complete and accurate registration information to M Factor Fitness and notify us if your information changes.
USER NAME: You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using M Factor Fitness Online Training. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately at firstname.lastname@example.org.
Subscription Fees: The M Factor Fitness Online Training Service is a paid subscription service. If you purchase a subscription, you agree to pay the charges made to your account in connection therewith. You will be charged in accordance with the billing terms you agreed to at the time you signed up.
Subscriptions automatically renew each month, which means that by signing up for the Service you are agreeing to have your credit card automatically billed each month until you cancel your subscription. You may cancel your M Factor Fitness Online Training subscription at any time, but note that your cancellation will take effect starting at the end of your current billing period. So if you cancel mid-month, your cancellation will take effect as of the following month. Sorry, there are no refunds on M Factor Fitness Online Training subscriptions for billing periods that have already lapsed.
Authorization: When you sign up for our Service and provide a payment method to M Factor Fitness, you are granting your express consent and are expressly authorizing us (and our designated payment processor) to automatically charge you each month for the Service.
If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee. EVEN IF YOU DO NOT USE THE SUBSCRIPTION OR ACCESS THE M Factor Fitness Online Training APPLICATION, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED.
In certain limited circumstances, we will offer subscriptions for a longer term (e.g., 3 months, 6 months or even a year). These longer-term subscriptions are charged in full upon purchase, and automatically renew for the same duration as the initial subscription term you selected (e.g., 3 month subscriptions will automatically renew for three months, 6 month subscriptions will renew for six months, and so on). The amount due for the next renewal term will be due and immediately payable in full and charged as of the first day of such renewal term.
Changes: M Factor Fitness may change, modify, add, remove, suspend, cancel or discontinue any aspect of it subscriptions including the functionality, content, and/or availability of any features of such subscriptions at any time in M Factor Fitness’s sole discretion.
M Factor Fitness may increase its fees for any subscription effective the first day of a billing renewal by giving you notice of the new fees at least thirty (30) days before you are billed. If you have and do not cancel your subscription, you will be deemed to have accepted the new fees.
6. Term and Termination; Account Deletion
TERM: This Agreement begins on the date you first use M Factor Fitness Online Training and continues as long as you have an account with us.
ACCOUNT DELETION: You may delete your account at any time. We reserve the right to delete an account from M Factor Fitness Online Training that remains inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months, or immediately when payment expires, is withdrawn or otherwise ceases.
TERMINATION FOR BREACH: M Factor Fitness may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if M Factor Fitness determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage M Factor Fitness’s reputation and goodwill. If M Factor Fitness deletes your account for the foregoing reasons, you may not re-register for M Factor Fitness Online Training. M Factor Fitness may block your email address and Internet protocol address to prevent further registration.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by M Factor Fitness will terminate. Sections 6 and 11 though 18 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. M Factor Fitness shall not be responsible for the loss of such content.
7. Content Restrictions
You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “content”) that:
- Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
- Exploits minors;
- Depicts unlawful acts or extreme violence;
- Depicts animal cruelty or extreme violence towards animals;
- Promotes fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or
- Violates any law.
8. Code of Conduct
In using M Factor Fitness Online Training, you must behave in a civil and respectful manner at all times. Further, you will not:
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute “spam”;
- Collect information about others; or
- Advertise or solicit others to purchase any product or service within M Factor Fitness Site.
M Factor Fitness has the right, but not the obligation, to monitor all conduct on and content submitted to M Factor Fitness Online Training. M Factor Fitness reserves the right to alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion or to satisfy or comply with applicable laws, regulations and/or legal processes.
If you make suggestions to M Factor Fitness Online Training on improving or adding new features to the M Factor Fitness Online Training, M Factor Fitness shall have the right to use your suggestions without any compensation to you.
10. Your Representations and Warranties
For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to M Factor Fitness and grant the licenses set forth above; (ii) M Factor Fitness will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.
You agree to indemnify, defend, and hold harmless M Factor Fitness and its affiliates, directors, officers, employees, and agents, from and against all claims, damages, losses and costs that: (i) arise from your activities on M Factor Fitness Online Training; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to M Factor Fitness violates any law or infringes any third party right, including any intellectual property or privacy right.
12. Third Party Links and Content
The links on the M Factor Fitness Sites and/or M Factor Fitness Online Training will let you leave the particular M Factor Fitness Site or M Factor Fitness Online Training you are accessing in order to access a linked site (the “Linked Sites”). M Factor Fitness does not control these linked sites, nor has M Factor Fitness reviewed or approved the content which appears on the linked sites. M Factor Fitness is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any linked sites, or the conduct of such linked sites. You acknowledge and agree that M Factor Fitness shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the linked sites.
Dealings with Third Parties.
Your participation, correspondence or business dealings with any third party found on or through the M Factor Fitness Sites and Service (i.e., a linked site), regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that M Factor Fitness shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
M Factor Fitness reserves the right to modify the M Factor Fitness Online Training. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to M Factor Fitness Online Training. M Factor Fitness has no obligation to screen or monitor any content and does not guarantee that any content available M Factor Fitness Online Training complies with this Agreement or is suitable for all users.
M Factor Fitness provides M Factor Fitness Online Training on an “as is” and “as available” basis. You therefore use M Factor Fitness Online Training at your own risk. M Factor Fitness expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing M Factor Fitness makes no representations or warranties:
- M Factor Fitness Online Training will be permitted in your jurisdiction;
- That M Factor Fitness Online Training will be uninterrupted or error-free;
- Concerning any content submitted by any member;
- Concerning any third party’s use of content that you submit;
- That M Factor Fitness Online Training will meet your personal or professional needs;
- That M Factor Fitness will continue to support any particular feature of M Factor Fitness Online Training.
- Concerning sites and resources outside of M Factor Fitness Online Training, even if linked to from M Factor Fitness Online Training.
To the extent that a secondary party may have access to or view M Factor Fitness content on your computer or mobile device, you are solely responsible for informing such party of all disclaimers and warnings in this Agreement.
To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first M Factor Fitness Online Training, and no warranties shall apply after such period.
14. Limitation of Liability
To the fullest extent permitted by law: (i) M Factor Fitness shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) M Factor Fitness’s total liability to you shall not exceed the amounts paid by you to M Factor Fitness over the twelve (12) months preceding your claim(s).
15. Professional Advice Disclaimer / Medical Disclaimer
Professional Advice Disclaimer.
YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL BEFORE STARTING THIS OR ANY OTHER EXERCISE OR NUTRITION PROGRAM TO DETERMINE IF IT IS RIGHT FOR YOUR NEEDS. THIS IS PARTICULARLY TRUE IF YOU (OR YOUR FAMILY) HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED CHEST PAIN WHEN EXERCISING, SMOKE, HAVE HIGH CHOLESTEROL, OR HAVE A BONE OR JOINT PROBLEM THAT COULD BE MADE WORSE BY A CHANGE IN PHYSICAL ACTIVITY. DO NOT USE M FACTOR FITNESS ONLINE TRAINING IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING YOU SHOULD STOP IMMEDIATELY.
M FACTOR FITNESS ONLINE TRAINING OFFERS HEALTH, FITNESS AND NUTRITIONAL INFORMATION AND IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON THE M FACTOR FITNESS SITE OR AVAILABLE THROUGH ANY M FACTOR SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON M FACTOR FITNESS ONLINE TRAINING AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THIS SITE. THE USE OF ANY INFORMATION PROVIDED ON THIS SITE IS SOLELY AT YOUR OWN RISK.
DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THIS SITE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL. IF YOU ARE IN THE UNITED STATES AND THINK YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 911, IMMEDIATELY.
THE M FACTOR FITNESS ONLINE TRAINING IS CONTINUALLY UNDER DEVELOPMENT AND M FACTOR FITNESS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE M FACTOR FITNESS ONLINE TRAININGWILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
In becoming a Member of M Factor Fitness with the intent of using M Factor Fitness Online Training, you affirm that either (A) all of the following statements are true: (i) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise; or (B) your physician has specifically approved of your use of M Factor Fitness.
If applicable, You further affirm that (A) you are not pregnant, breastfeeding or lactating or (B) your physician has specifically approved your use of M Factor Fitness.
M Factor Fitness, Inc. reserves the right to refuse or cancel your membership if we determine that you have certain medical conditions.
16. Intellectual Property
The M Factor Fitness name, logos and affiliated properties, are the exclusive property of M Factor Fitness, Inc. All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
17. Copyright / DMCA Policy
M Factor Fitness respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the materials they upload to the M Factor Fitness Site do not infringe any third party copyright.
M Factor Fitness will promptly remove materials from the M Factor Fitness Site in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that the materials infringe a third party’s copyright. In addition, M Factor Fitness may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.
Filing a DMCA Notice to Remove Copyrighted Content-for Copyright Holders
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
1. Your name, address, telephone number, and email address (if any).
2. A description of the copyrighted work that you claim has been infringed.
3. A description of where on the M Factor Fitness Site the material that you claim is infringing may be found, sufficient for M Factor Fitness to locate the material (e.g., the URL).
4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
5. A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
6. Your electronic or physical signature.
You may submit this information via:
• Email: email@example.com
Filing a DMCA Counter-notification to Restore Removed Content—for M Factor Fitness Users
If you believe that your material has been removed by mistake or misidentification, please provide M Factor Fitness with a written counter-notification containing the following information:
1. Your name, address, and telephone number.
2. A description of the material that was removed and the location on the M Factor Fitness Site (e.g., the URL) where it previously appeared.
3. A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which M Factor Fitness may be and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
5. Your electronic or physical signature.
You may submit this information via:
• Email: firstname.lastname@example.org
Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.
In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further.
In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
M Factor Fitness may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.
18. General Provisions
GOVERNING LAW: This Agreement shall be governed by the laws of the State of Colorado, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
DISPUTES: Any action arising out of or relating to this Agreement or your use of M Factor Fitness Online Training must be commenced in the state or federal courts located in Douglas County, Colorado, United States of America (and you consent to the jurisdiction of those courts). In any such action Factor Fitness and you irrevocably waive any right to a trial by jury.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by M Factor Fitness in exercising any right hereunder will waive any further exercise of that right. M Factor Fitness’s rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without M Factor Fitness‘s prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information M Factor Fitness electronically. M Factor Fitness may provide all such communications by email or by posting them on the M Factor Fitness Online training . For support-related inquiries, you may send an email to email@example.com or the following address:
M Factor Fitness, Inc.
21610 Longs Peak Ln.
Parker, Co. 80138
Attention: Legal Department
Nothing herein shall limit M Factor Fitness‘s right to object to subpoenas, claims, or other demands.
MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by M Factor Fitness on the M Factor Fitness Site or a written amendment signed by an authorized representative of M Factor Fitness. A revised Terms of Service will be effective as of the date it is posted on the M Factor Fitness Site.
ENTIRE AGREEMENT: This Agreement incorporates the following document by reference:
This Agreement constitutes the entire understanding between M Factor Fitness and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.
END OF DOCUMENT.