Terms and Conditions
Applicable to fitstatsweb.com and athletemonitoring.com web services
1. About this agreement
This End User License Agreement is a legal agreement between you, either an individual or a single legal entity (“User”) and Advanced Fitness Designs, LLC Trolley Square Suite 20C, Wilmington, DE 19806 USA (“AFD”). Please read this agreement carefully.
The following terms and conditions governs the User’s registration, access and use of the FitStats Web Service (FitStats) and all additional services provided by AFD under this Agreement; such as but not limited to software, web publishing, up- and downloading of files etc (“Services”). FitStats may be purchased by the User through an authorized distributor of the Service (“Supplier”) or directly through AFD, as is provided for herein.
The User accepts the terms of this Agreement by:
a) clicking to accept or agree to the terms, during registration or where this option is made available to you by AFD in the user interface of the Service; or
b) by actually using the Service. In this case the User understands and agrees that AFD will treat User’s use of the Service as acceptance of the terms from that point onwards.
If the User does not agree, the User may not use the Services
a. Grant of License
AFD grants User a non-exclusive, non-transferable license to use the Service solely for its own internal purposes during the Term. User shall not allow any third party, to delete or permit to be deleted any identifying marks, copyright or proprietary right notices of AFD in the Service. User shall not directly or indirectly (i) modify or create any derivative works of the Service; (ii) translate, decompile, nor create nor attempt to create, by reverse engineering, the source code from the object code supplied hereunder, or adapt the Service in any way, other than to such extent this is permitted under mandatory law; (iii) redistribute, encumber, sell, rent, lease, sublease or otherwise transfer or provide access to any third party to any part of the Service except as expressly granted herein. User is not permitted to copy the object code of the Service for backup or archival purposes. It is the responsibility and obligation of User to control the distribution of the Service to its intended AFD Account. Provision of access to the Service by the User or through User’s Account shall be subject to all the terms of this Agreement and shall be the responsibility of the User. Any violation of this Agreement through the use of Service shall be the responsibility of User. Should the User grant access to the Account or to the Service to any third party, the User remains responsible for that the Service is used accordingly to this Agreement. All rights not expressly granted by AFD to User are retained.
b. Proprietary Rights
This Agreement grants User no title or rights of ownership to the Service. AFD retains title in and to the Service and any compilations and/or derivative rights thereof, including, without limitation, all additions and/or supplements thereof, therefore and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and/or appurtenant thereto. User shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Service hereunder, and User acknowledges that the Service is the confidential information of AFD and the sole and exclusive property of AFD. Any right not expressly granted to User by this Agreement is hereby expressly reserved by AFD. In the event that any changes, modifications, additions and/or alterations (collectively “Changes”) are made to the Service, User agrees that such Changes shall be the sole property of AFD, unless AFD shall have given its prior written consent to the contrary. User assigns all right, title, and interest to such Changes, to AFD and agrees to execute and deliver to AFD all additional papers and generally do all other and further lawful acts reasonably deemed necessary by AFD to perfect or otherwise register AFD’s interest therein.
3. Service Provisions
3a. Use of Account
3b. User’s Responsibilities
When using the Service the User may upload electronic data, information or other material (“Data”). AFD does not own Data submitted to the Service or otherwise stored in User’s Account. AFD will not monitor, edit, or disclose any information regarding User or its Account, including any Data, without User’s prior permission except in accordance with this Agreement or law. AFD may access User’s Account, not the Data, to respond to service or technical problems or as otherwise stated in this Agreement. User, not AFD, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and AFD shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. AFD has no obligation to monitor the Service or any User's use thereof or retain the content of any user session. However, AFD shall have the right to at all times monitor, review, retain and/or disclose any information or files necessary, or to grant access to the Data to government agencies, in order to satisfy any applicable law, regulation, legal process, governmental request or this user Agreement. The User agrees to indemnify, and hold AFD harmless from and against any and all losses arising out of third party claims resulting directly from the material breach by the User of this Agreement or law.
User is solely responsible for any and all activities that occur under the Account. For security reasons, User should exit or log-off from the Account at the end of each session of use. User is responsible for maintaining the confidentiality of any activation code(s) User is given to access the Service, and is fully responsible for all activities that occur under User’s activation code(s) or User’s password(s). User agrees to notify AFD immediately of any unauthorized use of User’s Activation Code(s) or password(s) or other breach of security that is known or suspected by User. AFD shall not be responsible for any unauthorized access to, or alteration of, User’s transmission of Data, any Data sent or received, regardless of whether the Data is actually received by AFD or results from User’s failure to abide by this Agreement.
User agrees not to use the Service to:
(a) use information from the Service in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
(b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
(c) transmit through or post on the Service unlawful, sexual or otherwise harassing, libellous, abusive, harassing, tortuous, defamatory, threatening, harmful, abusive, libellous, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way;
(d) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
(e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as, for example Trojan horses, worms, time bombs, cancel bots;
(f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks;
(g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
(h) harass or interfere with another user's use and enjoyment of the Service; or
(g) operate or promote any business which competes with the Services or any service bureau type business under which it would resell similar services.
In addition, User agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Service.
4. Use of Output of Application Services.
Client may use, copy, display any reports, and other such materials generated by the Application Services using Client Data, and may distribute such copies to its customers. Client agrees not to reproduce the look and feel of such generated materials in any materials produced by Client using other software or produced after the term of this Agreement.
5. Term and termination of the Agreement
If the User has paid the one-time fee for Service to the Supplier for the initial subscriptionhas and has made the yearly payment for the Service to the provider, the contract period shall run from the date of the Users registration and will be terminated upon the Users request. The contract period will be automatically extended at the end of each contract period.
If the User does not wish to renew the support contract the end of each contract period, the User must contact AFD at least 30 days before the contract period ends by using the appropriate link provided in the service (firstname.lastname@example.org).
The Term will be automatically renewed at the end of each previous Term unless cancelled by the User. The Term will be automatically cancelled at the end of each Term unless cancelled by the User.
If User are using the free Services, AFD may terminate the Service at any time with one month’s notice. If User using the [free Services] does not log in to the Account for a consecutive period of  months AFD reserves the right to delete the Account and all Data the user have stored while using the Service.
5b. Purchase of additional customizations
User can purchase additional software customizations from AFD at any time during the Term by contacting AFD.
5c. Termination of the Agreement
AFD may terminate this Agreement at any time with 30 days notice. In either case, upon termination of an Account, User’s right to use such Account and the Service immediately ceases. AFD shall after termination of the Agreement have no obligation to maintain any Data stored in the Account or to forward any Data to User or any third party. Should AFD terminate the Agreement or suspend the Service as a whole without reason, AFD will replace the User pro rata the amount paid by the User corresponding to the time left of the Term before the termination of the Service.
If User commits a material breach to this Agreement and does not remedy such breach within 30 days after receiving AFD’s notice thereof, AFD may suspend or terminate the Account or suspend User’s use of the Service. [Should AFD suspend or terminate a User’s account or use of the Service and/or remove and discard any Data, AFD will notify the User through e-mail to the e-mail address provided by the User upon registration.] User’s breach of any of any of the provisions set out in section [3c] of this Agreement shall always be considered to be material and AFD should be entitled to suspend the User’s use of the Services with immediate effect. Upon termination due to the User’s material breach of the Agreement AFD may also remove and discard any Data within the Service and the User is obligated to pay all fees for the time the User has used Service AFD service and in no case will User be entitled to receive a refund of any portion of any fees paid to Supplier or to AFD.
If the Service has been terminated or suspended the User may not be able to collect Data/files stored in the Service. The User acknowledges that a material breach of this Agreement adversely affecting AFD’s proprietary rights in the Service would cause irreparable injury to AFD for which monetary damages would not be an adequate remedy and that AFD shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
5e. Changing the Service of the terms of this Agreement
AFD may upon one month’s written notice, for any reason, change the Service or the terms of this Agreement, if the User do not accept the change the User may terminate the Agreement.
Amendments or additions to this Agreement shall enter into force one month after AFD has sent a notice to the User thereof. AFD, however, reserves the right to immediately make any such amendments which are required by law, statute or decision from a competent authority. If the User does not approve an amendment or addition to the Agreement or Service the User may terminate the Agreement by written notice to the [address]. If the User does not terminate the Agreement the User will be deemed to have approved the new terms.
EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, AFD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SERVICES. AFD SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE EXCEPT FOR GROSS NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO CASE SHALL AFD’S LIABILITY FOR ANY CAUSE OF ACTION WHICH MAY ARISE UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY USER HEREUNDER FOR THE SERVICE. USER UNDERSTANDS AND AGREES THAT THE REMEDIES, EXCLUSIONS AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NON-CONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND/OR OTHER APPLICABLE LAWS. THE LICENSE HEREIN REFLECTS, AND IS SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.
AFD is not responsible for any delay or loss due to any circumstance outside the control of AFD and that materially and negatively affect the fulfilment of the obligation in question or that causes the fulfilment of the obligation to be overly economically onerous. AFD will use its best endeavours to make sure that the Service is available around the clock, all days of the year. AFD, however, reserve the right to at any time, with or without prior notice, suspend access to Service for maintenance, error corrections, for security reasons and for upgrades of the hardware or software.
The failure of AFD to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement states the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes and merges all previous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both Parties. User may not, without the prior written consent of AFD, assign User’s rights, duties or obligations under this Agreement to any third person or entity, in whole or in part. This Agreement shall be governed by the laws on a local state level and national level within the United States. All use of company operations relating to AFD aim to be in complying with all state and federal regulations of the U.S. and foreign territories. You hereby consent to exclusive jurisdiction and venue in the courts of the State of Delaware. You may not assign or otherwise transfer this Agreement or the rights and licensed granted hereunder.
Should you have any questions concerning this Agreement, or if you desire to contact AFD for any reason, please contact: email@example.com
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