In order to receive certain elective services available through vendors and partners to us, you will be required to agree to their specific terms and conditions (or similar provisions). If you elect to receive such services or features, you will be directed to those specific provisions.
Our Services are intended solely for healthy adults, age 18 and over. Services are not intended for use by minors, pregnant women, or individuals with any type of health condition. Predictive Fitness is not a medical organization, and nothing contained in our Services should be construed as medical advice, medical treatment, or a medical diagnosis, whether delivered by us, a Coach or other Member. Services are provided solely for informational and educational purposes, and as a tool to assist Members as they seek to improve their physical condition, participate in Events, and/or help others improve their physical conditions. It is each Member’s responsibility to ensure that they are in a state of health allowing them to safely engage in strenuous exercise. Please consult a medical or health professional before you begin any new exercise or nutrition program or if you have questions about your health.
2. Predictive Fitness Content
You acknowledge that the Services contain information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles, training plans, and other materials and information, in each case which are either owned or held for use by Predictive Fitness (collectively, “Predictive Fitness Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that we claim these rights in Predictive Fitness Content in all forms, media and technologies existing now or hereafter developed. Predictive Fitness and its licensors or its partners and affiliates shall retain all worldwide proprietary, intellectual property, and other rights to the Services and the Predictive Fitness Content. You may not copy, modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, display, or in any way exploit, any of the Predictive Fitness Content, in whole or in part. When Predictive Fitness Content is downloaded to your computer, you do not obtain any ownership or other interest in such Predictive Fitness Content. Modification of the Predictive Fitness Content or use of the Predictive Fitness Content for any other purpose, including, but not limited to, use of any Predictive Fitness Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
Without in any way limiting the foregoing, you expressly agree to the following:
Any use or attempted use of the Services or the Predictive Fitness Content other than as specifically authorized herein, without the express prior written permission of us, is strictly prohibited and will terminate the user or Member’s right to use the Services. Such unauthorized use or attempted use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes.
3. Registering to Become a Member
You are not required to become a Member to use all of our Services, and you may have limited access to the Services and participate in some group activities at no cost. If you do not register to become a Member, you may not be able to access certain products, offerings, features, resources, and services within our Services. You must register in accordance with instructions that you will find in the Services to participate in, and to contribute to, any Community Area, to set up a profile, to become a Coach, and for certain other features. The term "Community Area" refers to any blog, personal page, group page, chat room, message board, bulletin board, video, or similar activity where you can communicate with other Members of our Services or post your own User Content.
Membership in our Services is void where prohibited by law. By becoming a Member of the Services, you represent and warrant that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You further represent and warrant that you are 18 years of age or older and that your use of the Services shall not violate any applicable law or regulation. If it is found that you are misrepresenting your age or identity, this may result in the termination or cancellation of your access to, or use of, our Services. Your use of our Services is solely for your personal use, and you shall not authorize others to use your training plans, resources, tools, other materials, or account, including your public profile or email address; provided, however, that if you are a Coach, you may authorize your Athletes to use your training plans and other User Content (as defined herein), as applicable. You are solely responsible for all User Content published or displayed through your account, including any email messages, and for your interactions with other Members.
As a Member, it is your responsibility to maintain the confidentiality of your password and account information, and you are solely responsible for any and all activities which occur under your user account. In the event that you know or suspect that there is unauthorized use of your account or anyone else's account, you agree to notify us immediately.
You are solely responsible for your interactions and communication with other Members. You understand that Predictive Fitness does not in any way screen its Members, nor does Predictive Fitness inquire into the backgrounds of its Members or attempt to verify the statements of its Members. Without limiting the generality of the foregoing, if you are an Athlete you understand that Predictive Fitness does not screen Coaches or attempt to verify the statements, training plans or other User Content made available by Coaches, including with respect to any Coach for which we make a referral or recommendation. Predictive Fitness makes no representations or warranties as to the conduct of Members or their compatibility with any current or future Members. We do however recommend that if you choose to meet or exchange personal information with any Member of Predictive Fitness (including any Coach) then you should take it upon yourself to do an appropriate background check.
There will be no refunds or guarantees of reimbursements for Services unless otherwise specified in writing by Predictive Fitness. There will be no retroactive termination of Services. Terminations will only be effective for stopping future charges.
If you are a Coach, you understand and acknowledge that your use of the Services and your provision of coaching Services may involve additional fees or compensation (including for payment processing), in each case which may be established by Predictive Fitness from time to time through its coaching program terms and conditions (such terms and conditions, the “Coaching Terms”).
5. User Content
If you send, email, post, upload, or otherwise transmit to us or the Services, directly or indirectly (including through vendors or partners whose services you have elected to receive), whether on your own or at your request or with your permission, any data or information, including any training plans, resources, or tools (collectively, the “User Content”), you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, derive revenue or other remuneration from, communicate to the public, perform and display any User Content and any data and information derived therefrom (in whole or in part and with or without the use of your name), worldwide and/or to incorporate the User Content in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such User Content. You also warrant that, to the extent you are not the exclusive holder of all Rights in any User Content, any third party holder of any Rights, including moral rights in such User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the Rights and license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the User Content and any data and information derived therefrom for any purpose whatsoever, commercial or otherwise, without compensation to the provider or owner of the User Content. You also permit any other user to access, display, view, store, and reproduce any User Content that you have made available in a Community Area for personal use. Subject to the foregoing, the owner of User Content retains any and all Rights that may exist in such User Content. Except as provided in our Privacy Notice, none of the User Content or any data and information derived therefrom shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any User Content or any data and information derived therefrom; and for the avoidance of doubt, you acknowledge and agree that we will disclose User Content, and data and information derived therefrom, to vendors and partners as necessary for the provision of services to you that you have elected to receive and we may also use and disclose User Content and data and information derived therefrom as part of congregated or integrated such data from other Members or persons; provided however, that prior to selling, licensing or otherwise disclosing any User Content, we will use reasonable efforts to remove any personally identifying data and/or to otherwise cause such User Content to appear anonymous, except to the extent otherwise necessary in connection with the provision of services to you that you have elected to receive.
6. Restrictions on Use
a. The Services are for the use by our users and Members only and may not be further commercialized to third parties except in connection with the provision of Services by Coaches to Athletes or the hosting of Events with collaborators for such Events. Illegal and/or unauthorized use of the Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website will be investigated, and may result in the termination or cancellation of your access to, or use of, the Services. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges. Legal action may be taken by us for any illegal or unauthorized use of any of our Services.
c. You may not use the Services, or solicit other Members or users of the Services, in connection with any fundraising activity, even if such fundraising is for charitable purposes, without prior written consent from Predictive Fitness. We have enacted this policy in an attempt to protect our Members and users from fraudulent fundraising activity and solicitations that seek to exploit the goodwill of our Services and users.
e. You may not use the account, username, or password of another Member at any time nor may you disclose your password to any third party or permit any third party to access your account.
f. You may not sell or otherwise transfer your profile.
Please keep in mind that all Community Areas are public, and all communications by you therein are public and not private. We reserve the right, but shall not be required, to monitor any portion of the Services for any purpose we deem appropriate. You acknowledge that by providing you with the ability to post User Content in the Community Areas, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any User Content or any activities that take place through our Services or otherwise. We do not endorse any posting made by our Members on the Services, including any posting made by Coaches. Although we have the right to do so, we have no obligation to review any User Content posted to our Services or to delete any such User Content in the event that we find such User Content objectionable or offensive. We are not responsible for maintaining a copy of any User Content we remove from our Services, and we are not liable for any loss you incur in the event that User Content you post or transmit to our Services has been removed for any reason.
7. Advice and Information Provided Through the Services
You may, from time to time, solicit or receive advice or information, including from Coaches or other Members, through the Services to assist you in reaching your performance goals. Any advice or information you receive through the Services may not be monitored by us, and we do not ensure the accuracy of any information or advice given through the Services, or in any way endorse the conduct of any user, Member, representative or Coach (including any Coach that may be referred or recommended to you through the Services). We assume no responsibility for, and we disclaim any warranties or liability of any kind, arising from any advice or information you receive through the Services, and the conduct of our users, Members, and Coaches (including any Coach that may be referred or assigned to you through the Services), including, but not limited to, any defamation, libel, slander, omission, falsehood, obscenity, profanity or inaccuracy. The information provided by any of our users, Members, representatives or Coaches is not in any way intended to diagnose, mitigate, treat, cure or prevent any disease or health-related condition, or to replace the advice of a licensed or certified professional. If you would like to report a complaint in connection with the conduct of any user, Member, representative, or Coach, please do so by emailing us at firstname.lastname@example.org. For clarity, the foregoing disclaimers and limitations of liability apply to all advice or information you may receive in connection with the Services, including advice or information provided to you during schools, clinics, tutorials, lessons or other instructional events that may be hosted or sponsored by us or otherwise affiliated with us and including any advice or information received from Coaches in connection with the Services.
This Section 8 shall apply only to Coaches who provide coaching Services through the Services.
b. If you are a Coach, the nature and scope of Services provided by you as a Coach may include consulting services dealing with matters such as season planning, athlete education, general question and answer, nutrition consulting, race strategizing, race fueling protocols, race debriefs, training schedule adjustments and advising, general training program implementation assistance, elaboration and explanation of training principles, long-term development guidance, accountability, encouragement, heart-rate or power file analysis, bike fit analysis, gait or stroke analysis, and so forth.
c. If you are a Coach, you acknowledge and agree that it is the intent of you and Predictive Fitness to establish a mutually beneficial relationship and that, in furtherance of such intent, you and Predictive Fitness may mutually commit to a strategic marketing approach. In furtherance of the foregoing, you hereby grant Predictive Fitness a license to use your name, image, performance data, and other similar information at Predictive Fitness’s discretion, including for promotional and marketing purposes.
d. If you are a Coach, your relationship to Predictive Fitness shall be that of an independent contractor and not that of an officer, employee, or agent. Subject only to the needs of Predictive Fitness and Athletes, you shall be solely responsible for determining the manner and means of performing Services to Athletes and shall have no authority to bind or obligate Predictive Fitness in any way.
f. If you are a Coach and have been “accredited” by Predictive Fitness in accordance with the Coaching Terms, you may be eligible to receive Athlete referrals from Predictive Fitness (“Referrals”). Referrals shall be subject to the pricing structure set forth in the Coaching Terms. If you have received a Referral, you agree and acknowledge that if you become incapacitated, your account is terminated, or, if for any other reason you are no longer able to provide Services, Predictive Fitness reserves the right to transition your Athletes to another Coach. Furthermore, if you receive a Referral, you acknowledge and agree that Predictive Fitness shall have no liability to you for the failure of any Athlete to make any payment to you.
g. If you are a Coach, you shall at all times maintain your own commercial liability and health insurance in such amounts as are customary for the Services being provided by you.
h. If you are a Coach, we hereby grant you a limited, non-exclusive, non-sublicensable, personal license to use the Predictive Fitness name in connection with your marketing activities outside the Services as well as any other trademarks or service marks that we may make available to you from time to time (collectively, "Licensed Marks"), in each case solely to promote your coaching Services through your website, social media accounts or otherwise to actual and potential Athletes. Your use of any Licensed Marks will be subject to any trademark usage instructions we may provide you from time to time. This license will terminate immediately upon termination of your Coach account for any reason. Upon any such termination, you will immediately cease using the Licensed Marks, destroy any materials containing the Licensed Marks and delete any references to the Licensed Marks on your website, social media accounts or otherwise.
(i) provide coaching services to any Athlete that was referred to you by Predictive Fitness in any manner other than that which is enumerated in the Coaching Terms; or
(ii) disclose, communicate, or publish any disparaging, negative, harmful, or disapproving information, written communications, oral communications, electronic or magnetic communications, writings, oral or written statements, comments, opinions, facts, or remarks, of any kind or nature whatsoever (collectively, “Disparaging Information”), that disparages the reputation of Predictive Fitness, its affiliates or its products, services, contractors or employees.
If you breach this subsection (i), Predictive Fitness shall be entitled to all appropriate equitable and legal relief, including, but not limited to: (a) an injunction to enforce this subsection or prevent conduct in violation of this subsection; (b) damages incurred by Predictive Fitness as a result of the breach; and (c) attorneys’ fees and costs incurred by Predictive Fitness in enforcing the terms of this subsection (i).
In addition, without limiting Predictive Fitness’s other remedies available at law or equity, if you enter into any arrangement or agreement in violation of the terms set forth in subsection (i)(i) (non-circumvention), you shall remit to Predictive Fitness fifty percent (50%) of all compensation or other revenue derived from the violating arrangement or agreement.
9. Copyright Policy
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information, including any Predictive Fitness Content or User Content, without obtaining the prior written consent of the owner of such proprietary rights. We reserve the right to take any action available by law or in equity and to terminate membership privileges of any Member who we believe infringes upon the intellectual property rights of others.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Services; (d) your name, mailing address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to the Services should be sent to our Copyright Agent: email@example.com.
10. Other Disclaimers
THE SERVICES PROVIDED ARE PROVIDED "AS-IS" AND WE EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES.
NEITHER WE, NOR ANY OF OUR AFFILIATES, NOR ANY OF OURS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, OR SUPPLIERS ARE RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY COMPUTER EQUIPMENT, SOFTWARE, OR ANY FAILURE OF THE SERVICES OR ANY FUNCTION CONTAINED IN THE SERVICES, AND WE DO NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ARE USING OUR SERVICES (INCLUDING THE SERVICES PROVIDED BY COACHES) AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY INJURY TO YOU OR YOUR PERSONAL COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN OUR SERVICES OR FROM DOWNLOADING ANY MATERIALS OR CONTENT (INCLUDING USER CONTENT AND PREDICTIVE FITNESS CONTENT) FROM THE SERVICES. WE MAKE NO WARRANTIES OR ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, SERVICES, CONTENT (INCLUDING USER CONTENT AND PREDICTIVE FITNESS CONTENT) AND MATERIALS IN THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE ARE NOT RESPONSIBLE FOR ANY ACTION BY A COACH, AND YOU WILL NOT ASSERT ANY CLAIMS THAT YOU MAY HAVE AGAINST A COACH AGAINST PREDICTIVE FITNESS.
11. Limitation on Liability
In any action against us arising from the use of our Services, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, and reasonable attorney's fees.
WAIVER OF JURY TRIAL. YOU AND PREDICTIVE FITNESS AGREE THAT, BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES PARTIES HERETO ARE WAIVING THEIR RIGHTS TO A TRIAL BY JURY.
PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. YOU AND PREDICTIVE FITNESS EACH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.