1. PARTIES TO THIS AGREEMENT AND CONSIDERATION. The parties to this Membership Agreement (the "Agreement") are You, the Member, and Company. This website is operated by RealFit Inc., an authorized licensee and owner of which has authority to sell membership interests to this website. The term "Company" herein shall mean the party selling You the membership interest to this website as reflected both on the join page (where You submit your payment information) and the confirming email to you following your join. As used in this Agreement, the terms "we," and "us" are used interchangeably to refer to the Company, the Website, and any successor in interest to or licensee of Company in the ownership or operation of the Website; the term "You" and "Your" is used to refer to You, the member and subscriber.
1.1. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, upon Your submission of Your credit card, online check or other authorized means of payment for Your subscription, which shall constitute Your consent and agreement to these Terms and Condition, and the proper processing of such credit card, check or other authorized payment means for the payment of all required membership fees, the Company agrees to provide to You all the privileges of subscription to and membership of Website including access to the Members-only databases and other materials at the Website which are available to a Member in good standing.
1.2. You agree that this Agreement is subject to change by the Company at any time and changes shall become effective upon notice to Members by e-mail, posting at or via hyperlink to the Website at http://www.realfit.tv/membership-and-cancellation-conditions or by mail. You may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
2. GRANT OF LIMITED LICENSE WITH RESERVATIONS.
2.1. In consideration of the payment of membership fees, together with certain representations and agreements made by You under the terms and conditions of this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company hereby grants You a limited, nonexclusive and nontransferable license to use the materials contained in the Website (hereafter "Materials") solely for Your personal non-commercial use, during the period in which You are a Member in good standing.
2.2. You acknowledge and agree that all Materials contained at the Website are proprietary and constitute valuable intellectual property owned by the Company or others who have licensed use of such Materials to the Company. You acknowledge and agree that as such You may access, view, receive and otherwise use the Materials available at the Website only as specifically authorized by the Company and in accordance with the terms and conditions of Your membership, only on one computer at a time, per membership, and, if downloadable copies of the Materials are made available to You by the Website, You may make only a single copy of such Materials for Your own personal noncommercial use and enjoyment. You further acknowledge that the Company specifically prohibits You from doing any of the following acts, and You agree not to do any of these prohibited acts: (a) permitting other individuals to directly or indirectly view or otherwise use the Materials, including by sharing passwords; (b) modifying, translating, reverse engineering, decompiling, disassembling the Materials or any feature or functionality of the Website (except to the extent applicable laws specifically prohibit such restriction); (c) making copies or creating derivative works based on the Materials of any kind, except as provided herein; (d) renting, leasing, or transferring any rights in the Materials; (e) removing any proprietary notices or labels on the Materials; and, (f) making any other use of the Materials not expressly permitted herein.
2.3. You further represent and warrant to the Company that Your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access, any Materials available at the Website in a manner not expressly authorized by the Company.
3. INDEMNIFICATION FOR UNAUTHORIZED USE OF PROPRIETARY MATERIALS. You agree to be personally liable and fully indemnify the Company and its successors and assigns for any and all damages directly, indirectly and/or consequentially resulting from any attempted or actual unauthorized downloading or other duplication of Materials from the Website by You alone, or with, or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from unauthorized downloading of Materials from the Website.
4. MONTHLY MEMBERSHIPS; FEES; CANCELLATION. By accepting the membership to Website and by accessing the content of Website You authorize the charges set forth below and agree to the following terms and conditions:
4.1. Your membership will entitle You full access of Website starting on the day You submit Your membership application to Website.
4.2. You agree that if You do not send the Company notice of cancellation of Your membership at least 15 DAYS prior to the expiration of Your membership term, the Company shall automatically and without further notice renew Your monthly membership to Website for successive periods of one month each at the then current standard one month membership rate.
4.2.1 You agree that if You do not send the Company notice of cancellation of Your TRIAL membership at least 2 DAYS prior to the expiration of Your TRIAL membership period, the Company shall automatically and without further notice convert Your TRIAL to a monthly membership to Website for successive periods of one month each at the then current standard one month membership rate.
4.3. Subscription and Membership fees to Website are subject to change at any time at the sole and absolute discretion of Company. The official standard membership rates for the Website shall be set forth at http://www.realfit.tv/join. The current monthly membership rate which will appear on Your credit card bill, will be debited from Your account, etc., depending Your choice of payment means.
4.4. TO CANCEL YOUR MONTHLY MEMBERSHIP YOU MUST NOTIFY THE COMPANY OF YOUR CANCELLATION BY E-MAIL AT http://www.realfit.tv/contact-us. AT LEAST 15 DAYS BEFORE THE EXPIRATION DATE OF YOUR THEN CURRENT MEMBERSHIP TERM (2 DAYS FOR TRIAL MEMBERSHIPS).
4.5. All cancellations received by the Company will be effective upon receipt.
4.6. You hereby acknowledge and agree that if You cancel Your monthly membership, or if Your membership is cancelled by the Company, Your username and password will be removed from the system at the end of the then current monthly membership period and that You will be entitled to receive the full benefits of Your monthly membership until the end of such period.
4.7. The Company may, at any time and at its sole discretion, cancel any paid membership; provided, however, that if the Company cancels any paid membership prior to its expiration, the Company shall provide a pro-rata refund for the unexpired period of the cancelled month's membership by automatic credit.
4.8. You hereby authorize the Company, its successors, assigns and their credit card and other payment method processing agents to charge Your credit card (which You hereby acknowledge was entered by You into the sign-up page) to pay for all monthly membership fees to Website at the then current standard membership rate. You further authorize the Company to charge Your credit card for any and all purchases of products, services and entertainment available through, at, in or on, or provided by, Website You agree to be personally liable for all charges incurred by You during or through the use of Website. Your liability for such charges shall continue after termination of Your membership.
5. 100% MONEY BACK GUARANTEE. If you cancel Your membership within 15 days of subscribing You will receive a refund of Your first monthly membership fee if You indicate Your wish to receive this refund when requesting cancellation at http://www.realfit.tv/contact-us/. You must submit Your registered username, indicate cancellation in the subject, AND request Your cancellation WITH refund in the message. Your refund will be issued to the method of payment used for Your membership within 30 days of receipt of Your request for cancellation and refund by the Company.
6. TRANSFER OR ASSIGNMENT OF MEMBERSHIP.
6.1. You agree that as a Member of the Website You shall not, under any circumstances, have the right to transfer or assign Your membership to any other person or entity, and that any attempted transfer or assignment of a membership shall be void. Any access to Materials by any person other than You using Your password or other access means shall constitute access in excess of the license granted herein and shall violate the intellectual property rights of Company and may violate civil and criminal laws, including the Stored Communications Act.
6.2. You further agree that the Company, may at any time at its sole discretion and without prior notice to You, transfer or assign Your membership in the Website to an affiliated or non-affiliated Company. You agree that Company may transfer Your credit card information to such assignee of this website or a duplicate website solely for the purpose of processing any non-cancelled membership renewals.
7. PAYMENT AUTHORIZATION/ NOTICE OF LOST OR STOLEN CARD/ FRAUDULENT USE OF CARD.
7.1. Payment for the services provided to You at, and/or through Website may be made by automatic credit card debit or via online checks and You hereby authorize Company, its successors and assigns and their agents, such as merchant credit card processors to transact such payments on Your behalf.
7.2. Unless and until You notify Company that You wish to cancel or terminated Your Subscription to Website, You hereby agree and authorize Company and its designated agents, successors and assignees to automatically renew Your subscription to Website on a continuing monthly basis and to charge Your credit card (or transact other approved payment methods and facilities) to pay for the ongoing cost of Your subscription. You hereby further authorize Company or its successors, designated agents and assignees to charge Your credit card (or other approved payment methods and facilities) for any and all purchases of products, services and entertainment provided to You by Website. You expressly agree that the authorization to charge Your credit card herein is extended to authorize any of Company's processing agents, successors in interest or any licensees of Company to charge Your credit card for membership access to the Website and for other goods or services which You purchase at or in connection with the Website in accordance with these Terms and Conditions during the period that any such party processes for Company, sells access to, or operates the Website.
7.3. You further agree that as a Member, You must promptly inform Company of any and all the following: loss or theft of the credit card used to pay for Membership to Website or other goods or services obtained in, at or through Website; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security regarding Your Membership, such as loss, theft, unauthorized disclosure or use of an ID or password; and all other changes pertaining to Your credit card account used to pay for services pursuant to this Agreement which may affect Company's ability to expeditiously obtain payments due to Company. You agree that You will remain liable for any unauthorized use of Website or any of its services associated with Your Membership, until You have notified Company's Customer Service located at http://www.realfit.tv/contact-us.
7.4. You further acknowledge and agree that You will remain liable to the Company for any unauthorized use of the Website associated with Your Membership after the termination of this Agreement.
8. TERMINATION OF MEMBERSHIP. Either Company or Member may terminate at any time, and without cause, membership to the Website, subject to the cancellation policy and procedures set forth in this Agreement. Your liability for all charges incurred during Your Membership term shall continue after termination, for any reason, of Your Membership.
9. PASSWORD SECURITY. Members are responsible for providing all personal computer and communications equipment necessary to gain access to the Website. Access to and use of the Website is through the use of a password. Each Member must keep his password strictly confidential and You agree that if You share Your unique Login name and/or Your Password with another individual that Your access to the Website is subject to immediate termination without notice or reimbursement of any kind. Any sharing of passwords or any other methods of unauthorized access to the Website with any other person is strictly forbidden. Any such password sharing exceeds the authority granted to You to access the Materials, violates the intellectual property rights of the Company, and may violate civil and criminal laws, including the Stored Communications Act.
10. NO WARRANTIES; LIMITATIONS ON COMPANY'S LIABILITY.
10.1. YOU HEREBY AGREE THAT THE MATERIAL, AND ALL OTHER SERVICES PROVIDED TO YOU BY COMPANY, ARE PROVIDED ON AN"AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, ACCURACY, OR CONTENT OF MATERIALS, INFORMATION, PRODUCT OR SERVICES, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THE COMPANY EXPRESSLY DISCLAIMS SUCH WARRANTIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIAL, AND ALL SERVICES PROVIDED BY COMPANY, IS BORNE EXCLUSIVELY BY YOU. SHOULD THE MATERIAL, OR ANY OTHER SERVICE PROVIDED BY COMPANY, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU, YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. UNDER NO CIRCUMSTANCES, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, SHALL THE COMPANY, ITS SUPPLIERS, LICENSEES, RESELLERS, OR OTHER SUBSCRIBERS, OR THEIR SUPPLIERS, LICENSEES, RESELLERS OR SUBSCRIBERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES RESULTING FROM ANY USE OF MATERIALS OR OTHER USE OF THE WEBSITE.
10.2. ANY LIABILITY OF COMPANY, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OR ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT OF MEMBERSHIP FEE PAID BY, OR ON BEHALF OF, THE SUBSCRIBER TO THE COMPANY FOR THE PRECEDING MONTHLY BILLING PERIOD OR PAID MEMBERSHIP PERIOD, AS APPLICABLE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. COMPANY IS NOT LIABLE FOR DAMAGES RESULTING FROM DISSEMINATING, FAILING TO DISSEMINATE, OR INCORRECTLY OR INACCURATELY DISSEMINATING ANY MATERIAL, DATA, ADVERTISEMENT OR OTHER COMMUNICATION AT OR THROUGH THE WEBSITE.
11. NO SCREENING OF THIRD PARTY CONTENT/LIMITATION OF LIABILITY.
11.1. You acknowledge that You understand that Company does not screen or endorse websites, products or content offered in advertisements or communications linked, submitted or pertaining to the Website by third-party licensees, advertisers, or Members for electronic dissemination through the Website, nor do we have any editorial control or supervision over such content. Members are therefore advised to use their own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to purchasing goods and/or services described at the Website or otherwise responding to any communication at the Website.
11.2. You further acknowledge that You understand that Company does not control the content of any information, messages, communication or other materials posted or uploaded by users of the Website, and that You release Company from any and all liability and responsibility in connection with the content of any information, messages, communication or other materials You may receive from other users of the Website.
12. RESTRICTIONS ON MEMBERS' COMMUNICATIONS; MEMBER LIABILITY.
12.1. If the Company should, at any time, provide any service which enables Members to communicate with or otherwise share information with other Members, persons providing any kind of service to Members, or any other person, or post information at, in or on the Website, You agree not to post, submit, publish, display, disseminate, or otherwise communicate, while connected to, or otherwise directly or indirectly using the Website or other services provided to You by the Company, any defamatory, obscene, pornographic, profane, inaccurate, abusive, threatening, offensive, or illegal material, or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person or entity. Transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited and shall constitute a material breach of this Agreement entitling the Company to immediately terminate all rights to access the Website without notice or reimbursement. You agree that You are solely responsible for all information which You submit, publish, display, disseminate or otherwise communicate through the Website, even if a claim should arise after termination of service. Company does not and will not assume any obligation to monitor any such communication means.
12.2. You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You submit, publish, display, disseminate or otherwise communicate through the Website even if a claim for damages or liability should arise after termination of service.
13. COMMUNICATIONS IN CHAT ROOM OR PUBLIC AREAS NOT PRIVATE You further acknowledge and agree that all messages or content posted by You or others in any Chat rooms or public areas of the Website shall be deemed to be readily accessible to the general public and consequently should not be considered private or confidential. Notice is hereby given that all messages entered into this Website can and may be read by the operators of the Site, whether or not they are the intended recipient(s) and may be subject to disclosure to applicable governmental authorities in accordance with applicable law.
14. TRADEMARK AND SERVICE MARK. The name of this website is a Trademark of or under license to Company. No use of this mark shall be permitted except through the prior written authorization and permission of Company or the licensor of the mark. All rights reserved.
15. NOTICES TO COMPANY OR MEMBERS. Notices from the Website to Members may be given by means of electronic messages, by general posting on the Website or dated updates to policies, or by conventional mail. Communications from You to the Company may be made by electronic messages or conventional mail, unless otherwise specified in the Agreement. All notices to the company shall be sent by electronic mail at http://www.realfit.tv/contact-us/.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Member and Company regarding Members' use of the Website, and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Company.
17. VENUE AND JURISDICTION, CHOICE OF LAW, ARBITRATION. This Agreement shall be governed by and construed under the laws of the State of NEW JERSEY and the United States as applied to agreements between New Jersey state residents entered into and to be performed within the State of NEW JERSEY, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any disputes arising under this Agreement shall be resolved by arbitration.
18. UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Failure of the Company to enforce any provision shall not be deemed to be a waiver of any rights to enforce any provision.
19. AFFIRMATION OF AGREEMENT. You hereby acknowledge and affirm that You have read this entire agreement and that You AGREE to all its terms and conditions and by authorizing the use of Your credit card for payment of charges and fees for You maintaining a membership to the Website and for any other charges which You may incur for goods or services ordered at or in association with the Website.