this web page is a legal document (“Agreement”) between you (“the USER”) and GripIron Fitness, Inc. (“CORPORATION”). THis Agreement states the terms and conditions under which you may use the GripIron.com web site. please read this agreement carefully before accessing and using the GripIron.com web site. By using and accessing the GripIron.com web site you indicate that you have read and understand this Agreement and agree to be bound by this agreement. if you do not accept this Agreement, do not access and use the GripIron.com web site. Corporation may revise this agreement at any time without notice by updating this Agreement. You should visit this web page periodically to review the agreement.
TERMS AND CONDITIONS
These Terms and Conditions (“Agreement”) are made as of the Effective Date by and between GripIron Fitness, Inc., a Florida corporation with offices located at 2413 SW 157 Ave., Miramar, FL, 33027, (“Corporation”) and the User, as defined hereunder.
WITNESSETH
WHEREAS, Corporation has developed and owns that certain Site (as defined hereinafter) for use and access by User via the Internet; and
WHEREAS, User desires to access and use the Site in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and Corporation hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
(1) Access: The term “access” and variants thereof (including, without limitation, “accessing” and “accessible”) shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.
(2) Site: The term “Site” shall mean that certain Web Site referred to as GripIron.com, which is located on the Internet at http://www.gripiron.com, including any and all Corporation Technology used, incorporated, stored or accessible therein, as implemented on the Corporation System and made accessible to User through the Internet using the Password.
(3) Effective Date: The term “Effective Date” shall mean the date the User receives the Password from Corporation or accesses the Site, whichever occurs first.
(4) Corporation Marks: The term “Corporation Marks” shall mean trademarks, trade names, service marks and trade dress of Corporation and parent companies, subsidiaries and affiliates of Corporation, including, without limitation, the GripIronTM.
(5) Corporation System: The term “Corporation System” shall mean computer systems and communication equipment used for hosting the Site and providing User access to the Site.
(6) Corporation Technology: The term “Corporation Technology” shall mean any and all Technology developed by or for Corporation
(7) Internet: The term “Internet” shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.
(8) Licensed Content: The term “Licensed Content” shall mean third party Technology incorporated in whole or part into the Site.
(9) Link: The term “Link” shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
(10) Password: The term “Password” shall mean that certain password and username assigned by Corporation to User for accessing the Site as may be modified from time to time as provided hereunder.
(11) Policy Statement: The term “Policy Statement” shall mean those certain written statements of policies (in printed or electronic form) concerning access to the Site as may be adopted by Corporation and as modified by Corporation from time-to-time.
(12) Restatements: The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
(13) User: The term “User” shall mean the individual or entity assigned the password used to access the Site, or an individual or entity that accesses the Site.
(14) Technology: The term “Technology” shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
(15) Term: The term “Term” shall mean a period of time starting on the Effective Date and ending on the date either party cancels the Password as provided hereunder.
(16) Unauthorized Access: The term “Unauthorized Access” shall mean any access to the Site except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and ordering products through the Site using the Password on behalf of User in accordance with this Agreement.
(17) Unauthorized User: The term “Unauthorized User” shall mean any individual who accesses the Site except for User and employees and agents of User authorized by User to access the Site for purposes of viewing, browsing, retrieving, uploading and posting information on and ordering products through the Site during the Term using the Password on behalf of User in accordance with this Agreement.
(18) Web Site: The term “Web Site” shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a web site.
ARTICLE II: SCOPE OF USE
Section 2.01 -- Access: Corporation hereby grants User a non-exclusive, non-transferable and revocable license to access the Site, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering products on or through the Site, subject to the terms and provisions of this Agreement.
Section 2.02 – Prohibited Uses: User will not to use the Site for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortuous, or otherwise objectionable.
User agrees not to interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
Section 2.03 -- Password: User hereby accepts responsibility for, and shall be liable for, all access to the Site in connection with the Password. User shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of Corporation
Section 2.04 -- Unauthorized Access: User shall prevent Unauthorized Users from accessing the Site. User shall prevent Unauthorized Access to the Site.
Section 2.05 -- Cancellation: Corporation may cancel the Password, for convenience and in the exclusive discretion of Corporation, upon providing written notice of such cancellation to User in accordance with Section 5.06 of this Agreement. User may cancel the Password, for convenience and in the exclusive discretion of User, upon providing written notice of such cancellation to User in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, User shall immediately cease and desist any and all access to and attempts to access the Site using the Password.
Section 2.06 Right of Refusal: - Corporation has the right to suspend or terminate User’s account and refuse access to Site.
Section 2.07 Not a Substitute for Medical Advice: No information on SITE is intended to be medical diagnoses or advice. The SITE should never be used as medical advice or used in place of a visit to a medical professional. Always seek the advice of your physician or other qualified health provider prior to starting any new diet or treatment and with any questions you may have regarding a medical condition. The Food and Drug Administration have not evaluated statements on the SITE unless otherwise stated.
The SITE is not intended for, and should not be used by individuals who are pregnant, nursing, under 18 years old, have health problems, or have other special nutritional or medical concerns. These individuals have unique nutritional, metabolic, and health needs. The Site will NOT present accurate information to these individuals. Seek the advice of your physician or other qualified health provider.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 -- Ownership and Title: Title to the Site (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Corporation.
Section 3.02 -- Unauthorized Use: User shall not copy or download the Site without the prior written consent of Corporation User shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, the Site without the prior written consent of Corporation User shall not (directly or indirectly) promote, advertise, market or provide any Web Site similar to or competitive with the Site.
Section 3.03 -- Trademarks: Corporation shall retain all rights, title and ownership interests in the Corporation Marks and goodwill associated therewith. User acknowledges that, excepting the Corporation Marks, all other product, service and company names mentioned in the Site may be trademarks of their respective owners.
Section 3.04 -- Proprietary Information: User shall hold Corporation Technology in strict confidence and shall not access or disclose Corporation Technology except as otherwise permitted under this Agreement. User hereby acknowledges and agrees that the Corporation Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Section 3.05 -- No Contest: User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of Corporation in connection with the Site.
Section 3.06 -- User Submissions: Any Technology (except the Password and ordering information) uploaded, posted or submitted by User on the Site shall be deemed non-confidential. User hereby grants Corporation an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. User represents and warrants that User possesses all necessary rights, title and interests to rightfully grant Corporation the foregoing license, free and clear of any encumbrances, third party interests and restrictions. User also represents and warrants that all information provided by User in connection with the Site and this Agreement is true, complete and accurate.
Section 3.07 Copyright: The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. GripIron is a trademark of GripIron Fitness, Inc. The copying, redistribution, use or publication by User of any such matters or any part of the Site, except as allowed by the following "Limited Right to Use" section, is strictly prohibited. User does not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
Section 3.08: Limited Right to Use: The viewing, printing or downloading of any content, graphic, form or document from the Site grants User only a limited, nonexclusive license for use solely by User for User’s own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- Express Warranties: User hereby acknowledges and agrees that Corporation (including officers, employees, agents, directors and independent contractors of Corporation has not made or granted to User any express warranties concerning the Site or any products and services offered through the Site. User hereby acknowledges that the Site does not constitute grant of an express warranty concerning any products and services offered through the Site and User hereby waives any and all claims of warranty based on the Site.
SECTION 4.02 -- WARRANTY LIMITATION: THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CORPORATION, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY CORPORATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE SITE AND PRODUCTS AND SERVICES OFFERED THROUGH THE SITE. CORPORATION DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE SITE BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. CORPORATION DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE SITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE SITE. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE SITE.
Section 4.03 -- Inaccuracies: User hereby acknowledges that the Site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the Site.
Section 4.04 -- Limitation of Liability: Corporation shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages (including, without limitation, in connection with (i) use, performance or operation of the SITE; (ii) use, performance or operation of the Internet or use of the Internet by User; (iii) loss of data; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE SITE), regardless of the form of action, whether in contract or in tort, including negligence, AND regardless of whether Corporation has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
Section 4.05 -- Limitation of Damages: the sole remedy of subscriber for any reason and for any cause of action whatsoever in connection with this agreement, the SITE, and products and services offered through the SITE, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of the SITE, as determined by Corporation.
Section 4.06 -- Indemnification: User shall release, defend, indemnify and hold harmless Corporation (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by User of the Internet, Site or products or services offered through the Site (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the Site; (iii) User’s negligence or any tortious acts (or failures to act) of User; (iv) products or services offered through the Site; and (v) any breach by User of the obligations of User under this Agreement.
Section 4.07 -- Export Assurance: User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.08 -- Links: User hereby acknowledges that the Site may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to User and do not constitute an endorsement by Corporation of such Web Sites and the third party content therein.
Section 4.09 General Practices Regarding Use and Storage:
User acknowledge that Corporation may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that information submitted by user is retained by the Site, the maximum amount of information submitted by the user that is retained by the Site, and the maximum number of times (and the maximum duration for which) User may access the Site in a given period of time. User agrees that the Corporation has no responsibility or liability for the deletion or failure to store any content maintained by the Site. User acknowledges that the Corporation reserves the right to log off accounts that are inactive for an extended period of time. User further acknowledges that the Corporation reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Section 4.10 Modifications to Service:
Corporation reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. User agrees that the Corporation shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
Section 4.11 Termination:
Corporation reserves the right, at its sole discretion, to suspend or deny User access to all or any portion of the Site with or without notice for any reason. Corporation may also at its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. User agrees that any termination of your access to the Site may be effected without prior notice, and acknowledge and agrees that Corporation may immediately deactivate or delete User’s account and all related information and files in User’s account and bar any further access to such files or the Site. Further, User agrees that Corporation shall not be liable to User or any third-party for any termination of User’s access to the Site.
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between Corporation and User relating to the subject matter hereof.
Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by Corporation and modifications made to this Agreement by Corporation, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of Corporation
Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement shall be governed by the laws of the state of Florida, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Miramar, Broward County, Florida.
Section 5.06 -- User Notice: All notices to User shall be in writing. Notices to User shall be deemed delivered when posted conspicuously on the Site or when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to User shall be deemed given when dispatched. Notices posted conspicuously on the Site or delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 -- Corporation Notice: All notices to Corporation shall be in writing. Notices to Corporation shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for Corporation. Notices to Corporation shall be deemed given on the date notice is received by Corporation (as evidenced in the case of Certified or Registered Mail by Return Receipt).
Corporation Address
GripIron Fitness, Inc. 2413 SW 157 Avenue
Miramar, FL, 33027
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
Section 5.09 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to Corporation In addition to remedies at law and other rights which may be available, Corporation shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
Section 5.12 -- Public Announcements: All public announcements concerning the Site or the relationship of User and Corporation shall be subject to the prior written approval of Corporation
Section 5.13 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).