Terms of Use

These Terms of Use are effective as of October 26, 2018

These Terms of Use (“Terms”) apply to any website, feature, widget or other online service that is owned or controlled by Club Fit Jefferson Valley and Club Fit Briarcliff (“Club Fit”, “we”, “our”, or “us”) and that posts a link to these Terms (collectively, the “Site”).

PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. AS DETAILED IN THE SECTION BELOW TITLED DISPUTE RESOLUTION AND ARBITRATION, THESE TERMS REQUIRE BINDING ARBITRATION OF CLAIMS, WAIVING CLASS ACTION CLAIMS, AND WAIVING THE RIGHT TO TRIAL BY JURY. 

These Terms do not apply to any other website or online service or any offline activities by Club Fit (unless specifically stated). You agree to these Terms by accessing or using the Site. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE. Please also review the Site’s Privacy Policy.

TABLE OF CONTENTS

  1. Ownership of Site Materials
  2. Your License to Use Materials on Our Site
  3. Third Party Links and Content
  4. Linking Policy
  5. Your Warranties
  6. Our Disclaimer of Warranties
  7. Limitation of Liability; Waiver
  8. Terms and Termination
  9. Location of Site and Territorial Restrictions
  10. Dispute Resolution and Arbitration
  11. Miscellaneous
  12. Modifications
  13. Contact Information

Ownership of Site Materials

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Site (and all past, present and future versions), including, without limitation: graphics, layout, text, instructions, widgets, images, audio, videos, designs, advertising copy, logos, domain names, trade names, and trademarks; any and all copyrightable material (including source and object code); the “look and feel” of the Site; the compilation, assembly, and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the “Materials“) are owned, controlled, or licensed by Club Fit or its subsidiaries or affiliates and are protected from unauthorized use, copying, and dissemination by copyright, trademark, patent, publicity, and other laws, rules, regulations, and international treaties.

The Materials may not be copied, reproduced, downloaded, or distributed in any way, in whole or in part, without the express permission of Club Fit, unless and except as is expressly provided in these Terms.

Your License to Use Materials on Our Site

Club Fit grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable, and non-transferable license to download, view and/or use the Materials on any device that you own or control for your personal, non-commercial use only, provided that: (a) you keep intact all copyright and other proprietary notices contained in the original Materials or any copy you may make of the Materials; (b) you do not use the Materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the Materials; (d) you do not and you do not allow, aid, abet, or encourage any third party (whether or not for your benefit) to: (i) to copy or adapt the object code of any Site’s software, HTML, JavaScript or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Site creates to generate its content or any software or other products or processes accessible through the Site; and (e) you do not insert any code or product to manipulate the Materials in any way that affects any user’s experience.

You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy, or distribute the Materials (except as may be a result of standard search engine or internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party service, or otherwise use the Materials in any way except as specifically permitted by these Terms or otherwise in writing by Club Fit.

Third-Party Links and Content

There may be links from the Site, or in communications you receive from the Site, to third-party services or our Site may include third-party content that we do not control, maintain, or endorse. Accessing those third-party services requires you to leave the Site. We do not control those third-party services or any of the content contained therein. Neither Club Fit nor its service providers are responsible for the practices of any third party services, including, without limitation, their content, policies, promotions, products, services, or actions.

Linking Policy

Club Fit grants you the revocable permission to link to the Site; provided, however, that any link to the Site: (a) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (b) must not create the false impression that we are endorsing or sponsoring any third party or its products or services, unless Club Fit has given the third party prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise harm Club Fit or its products or services (as determined by Club Fit in its sole discretion); (d) must not use any Club Fit trademark without prior written permission from Club Fit; (e) must not contain content that could be construed as distasteful, offensive, controversial, or otherwise objectionable (in our sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms.

Notwithstanding anything to the contrary contained in these Terms, we reserve the right to prohibit linking to the Site for any reason in our sole and absolute discretion.

Your Warranties

You represent and warrant that: (i) you are at least the age of majority in your jurisdiction of residence and you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has read and agreed to these Terms on your behalf; (ii) all information you provide to us is accurate and complete; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and you will be responsible for all charges related thereto.

Our Disclaimer of Warranties

THE SITE (INCLUDING, WITHOUT LIMITATION, THE MATERIALS) IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CLUB FIT AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS IN INTEREST, LICENSEES, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, MANAGERS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS, CONTRACTORS (COLLECTIVELY, THE “CLUB FIT PARTIES“) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITE; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO CLUB FIT OR VIA THE SITE. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE CLUB FIT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS.

BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

Limitation of Liability; Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE CLUB FIT PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) RELATED TO: (A) THE SITE; (B) THE MATERIALS; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (D) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CLUB FIT PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (E) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER RIGHTS OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; OR (G) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER’S DEVICE, COMPUTER SOFTWARE, OR OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY VIRUS, BUG, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CLUB FIT PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF THE CLUB FIT PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN DOLLARS ($10.00) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE CLUB FIT PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE CLUB FIT PARTIES’ LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY THE CLUB FIT PARTIES, INCLUDING, WITHOUT LIMITATION, THE CLUB FIT PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

Term and Termination

Club Fit reserves the right (in its sole discretion) to terminate your access to and use of the Site and any of its features, without notice or liability, including, without limitation, if Club Fit believes your conduct fails to conform to these Terms or any Additional Terms. Club Fit also reserves the right to investigate suspected violations of these Terms. Any violation of these Terms may be referred to law enforcement authorities where applicable. Upon termination of your access to the Site, or upon demand from Club Fit, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Site.

Club Fit also reserves the right to modify, withdraw, suspend, or discontinue in whole or in part (temporarily or permanently, at any time and from time to time, and with or without notice) any materials, information, or content available on the Site, including, without limitation, the cessation of all activities associated with the Site. Club Fit also reserves the right to charge for use of the Site or a portion of the Site and to change its fees from time to time in its discretion.

Location of Site and Territorial Restrictions

Unless otherwise specified, the Site and its Materials are made available for use in the United States. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Club Fit to any registration requirement within such jurisdiction or country. Club Fit controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products, or services contained on the Site are appropriate for use or access in locations outside the United States. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with applicable laws. We reserve the right to limit the availability of the Site (and/or the provision of any content, program, product, service or other feature described or available thereon) to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Dispute Resolution and Arbitration

You and Club Fit agree that any controversy or claim arising out of or relating to these Terms or your use of the Site shall be resolved by binding, individual arbitration under the American Arbitration Association’s (AAA) rules for arbitration of consumer-related disputes and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Westchester County, NY or New York, NY. The arbitration shall be governed by the laws of the State of New York. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute.

YOU HEREBY EXPRESSLY WAIVE A TRIAL BY JURY.  In arbitration, there is no judge or jury and review is limited.  The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction.  Notwithstanding the above, Club Fit will be entitled to seek injunctive or equitable relief in the state and federal courts in Westchester County or New York County, New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

You agree that any action at law or in equity relating to the arbitration provision of these Terms will be filed only in the state or federal courts located in Westchester County or New York County, New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Club Fit reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment.  This dispute resolution provision will survive the termination of any or all of your transactions with Club Fit.

Miscellaneous

The failure of Club Fit to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Club Fit’s rights with respect to such breach or any subsequent breaches. No waiver by Club Fit of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Club Fit. Neither the course of conduct between the parties, nor trade practice will act to modify these Terms. We may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without our prior written consent. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable by a court or other adjudicative body of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The section titles in these Terms are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Club Fit by virtue of Club Fit having drafted them. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, Our Disclaimer of Warranties, Limitation of Liability; Waiver, and Dispute Resolution and Arbitration).

We will not be liable to you or be deemed to be in breach of its obligations under these Terms for any delay or failure in performance caused by acts beyond our reasonable control, including, without limitation, acts of God, war, terrorism, accidents, fires, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining supplies, materials, labor, or transportation, interruption of utility services or the Internet, acts of any unit of government or any governmental agency, or any similar or dissimilar cause.

This Agreement and any dispute arising under it will be construed in accordance with the laws of the State of New York without regard to conflict of law principles. If any paragraph or clause of this Agreement is illegal, invalid, or void for any reason, it will be deemed to be modified to the minimum extent necessary to make it legal or valid and the remaining paragraphs and clauses of this Agreement will remain in full force and effect.

Modifications

We reserve the right to modify or add to these Terms as described in this section (“Updated Terms”). You agree that we may notify you of the Updated Terms by making them available via the Site, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.

Contact Information

If you have any questions or concerns with these Terms or the Site you may contact us at jvexpadvisor@clubfit.com or Club Fit Jefferson Valley, PO Box 241, Jefferson Valley NY 10535.