These Terms of Use (“TOU”) govern your use of (i) the Fitness BI LLC website (the “Site”) and (ii) the services and products available at or through the Site (the “Services”). The Site and Services are owned and operated by Fitness BI LLC, a California limited liability company (“We”, “Us”, or “FitnessBI”).

1. ACCEPTANCE
This TOU is a legal agreement between you (“You” or “Your”) and FitnessBI, for use of the Site and Services. Despite this TOU being electronic and is not physically signed by You and FitnessBI, it governs Your use of the Site and Services. Please read this TOU carefully before accessing the Site or otherwise using the Services available at or through the Site. By utilizing the Site or Services You (either an individual or a legal entity that You represent as an authorized employee or agent) acknowledge Your consent to this TOU and the FitnessBI Privacy Policy and agree to be bound by all terms and conditions contained therein.

If You are entering this TOU on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these TOU. In that case, the terms “You” or “Your” shall also refer to such entity, its staff and its affiliates, as applicable. If You do not have such authority, or if You do not agree with this TOU, You may not use the Site or Services.

2. CHANGES TO TERMS OF USE
The terms and conditions contained within this TOU, or any part thereof, may be modified by Us, including the addition or removal of terms, at any time, and such modifications, additions or deletions will be effective immediately upon posting. If We modify this TOU, We will post the modification on the Site or provide You with notice of the modification. This TOU was last revised on April 5, 2017.

By continuing to access or use the Site after a modification, You consent to use to the modifications to the Site or Services and agree to be bound by the modified TOU. If the modified Services or TOU is not acceptable to You, then Your only recourse is to cease using the Site or Services. You agree that FitnessBI shall not be liable to You, or to any third party, for any modification of this TOU.

3. CHANGES TO SITE OR SERVICES
In FitnessBI’s sole discretion, We may change or discontinue any aspect, service, or feature of the Site or Services at any time, including, but not limited to, content, availability, and equipment needed for access or use. Changes to the Site or Services may be made with or without prior notice to You. You agree that FitnessBI shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Services.

If any users send us any feedback or suggestions regarding the Site or Services, You grant FitnessBI an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to You.

4. USE OF SERVICES
Don’t misuse the Services. You may only use the Services as permitted by law, including applicable export and re-export control laws and regulations. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties, protect any software associated with the Services (“Software”).

5. REGISTRATION
You may be given the opportunity to register via an online registration form through the Site, such as for access to forums and other community features, and create a user account (“Your Account”) that may allow You to receive information from Us or to participate in certain features on the Site. We will use the information You provide in accordance with the FitnessBI Privacy Policy. By registering, You represent and warrant that all information that You provide on the registration form is current, complete and accurate to the best of your knowledge.

We reserve the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Us of any unauthorized use of Your Account. By signing up for Your Account, You agree that We may send You occasional emails relevant to Your use of the Software and Services.

You agree to maintain and promptly update Your registration information on the Site so that it remains current, complete and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Services.

6. PRIVACY
Your use of the Site and the Services are governed by FitnessBI’ Privacy Policy, which is incorporated into this TOU by reference.

7. ORDERING AND PURCHASES
Access to the Software shall be made only against written Software Service Agreement accepted by FitnessBI. This TOU contemplates the execution by the parties of one or Software Services Agreements containing additional and necessary terms and conditions. FitnessBI will separately invoice the customer named in such Software Service Agreement for the associated fees. Neither the execution of this TOU, nor anything contained herein, shall be construed as a Software Service Agreement or obligate either party to enter into a Software Service Agreement. If there is any conflict between the terms provided in this TOU and a Software Service Agreement between You and Us, the terms of the Software Service Agreement shall control.

8. OWNERSHIP
Accessing the Site and using our Services does not give You ownership of any intellectual property rights in our Services or the content You access. You may not use content from our Services unless You obtain permission from FitnessBI, or are otherwise permitted by law. These terms do not grant You the right to use any branding or logos used on our Site or Services. You may not remove, obscure, or alter any legal notices displayed in or along with our Site or Services.

The FitnessBI Site and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. FitnessBI, and its licensors, exclusively own all right, title and interest in and to the FitnessBI Site, Software, and Services, including all associated intellectual property rights. Any rights not expressly granted herein are reserved. Reproduction, transfer, distribution, or storage of part or all of the contents is permitted in public communications, if the source for the information has been stated.

9. EFFECT OF TERMINATION.
If You breach any of this TOU, FitnessBI will have the right to suspend or disable Your Account or terminate this TOU and your right to access the Site or Services, at its sole discretion after providing notice to You. FitnessBI reserves the right to revoke Your access to the Site and use of the Services at any time, with or without cause. If You create an account, You may cancel Your Account at any time by logging on the Site. Upon any termination of this TOU, You must promptly cease any further use of the FitnessBI Site, Software, and Services.

10. YOUR DATA
Some of our Services allow You to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that You hold in that content. In short, what belongs to You stays Yours. Notwithstanding the foregoing, when You upload, submit, store, send or receive content to or through our Site or Services, You give FitnessBI, and any of our third party associates, a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly display and distribute such content. The rights You grant in this license are for the limited purpose of operating, promoting, and improving our Site or Services, and to develop new ones. This license continues even if You stop using our Site or Services. By utilizing our Site or Services, You are stating that You have the necessary rights to grant Us this license for any content that You submit to our Site or Services.

FitnessBI compiles and analyzes usage and performance of the Software and Services (“Aggregated Data”) and uses Aggregated Data to build features and improve the functionality and feature set of the Site, Software, and Services. You agree that FitnessBI may collate, modify and create aggregate, non-personally identifiable information from and from use of the Site and Services and that FitnessBI may reuse all general knowledge, know-how, work and technologies acquired during provision of Site and Services. You agree that FitnessBI has exclusive ownership of any Aggregated Data and the exclusive right to use the same for any purpose, provided that FitnessBI shall not distribute any Aggregated Data in a manner that identifies You, Your business, or Your customers or clients, or any personal information or personally identifiable information of You or such customers or clients.

You can find more information about how FitnessBI uses and stores content in FitnessBI Privacy Policy, or any other additional terms for our Services. If You submit feedback or suggestions about our Services, We may use your feedback or suggestions without obligation to you.

11. THIRD PARTY SITES
FitnessBI may provide third party content on the Site or Services and may provide links to websites and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. FitnessBI does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content including, but not limited to, its accuracy or completeness. You acknowledge and agree that We is not responsible or liable in any manner for any Third Party Content and We undertake no responsibility to update or review any Third Party Content on the Site or Services. You access and use Third Party Content at Your own risk. You acknowledge that We are not responsible or liable for any Third Party Content, functions, accuracy, legality, appropriateness or any other aspect of those third party websites or resources.

Additionally, if there is a link or resource from a third party contained on Our Site or within Our Services, it in no way implies or imputes FitnessBI’s association or endorsement of that third party. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, links, websites, or resources from third parties.

12. DISCLAIMER
We provide our Site and Services using a commercially reasonable level of skill and care and We hope that You will enjoy using them. But there are certain things that We don’t promise about our Site or Services.

THE FITNESSBI SITE AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, FITNESSBI DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FITNESSBI MAKES NO WARRANTY ABOUT THE SPECIFIC FUNCTIONS OF THE SERVICES OR THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FITNESSBI OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

13. INDEMNITY
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD FITNESSBI, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR RELATING TO: (I) YOUR USE OF OR ACCESS TO THE FITNESSBI SITE OR THE SERVICE: (II) YOUR BREACH OF THIS TOU; OR (III) YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES.

14. LIMITATION OF LIABILITY
WHEN PERMITTED BY LAW, FITNESSBI, AND FITNESSBI’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FITNESSBI, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

IN ALL CASES, FITNESSBI, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

15. GOVERNING LAW
The laws of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to this TOU or use of the Site or Services.

16. ENTIRE AGREEMENT
This TOU, the Fitness BI Privacy Policy, and any operating rules for the Services and Sites established by Us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

17. ASSIGNMENT
You may not assign or transfer this TOU, by operation of law or otherwise, without FitnessBI’s prior written consent. Any attempt by You to assign or transfer this TOU, without such consent, will be null and of no effect. FitnessBI may assign or transfer this TOU, at its sole discretion, without restriction. Subject to the foregoing, this TOU will bind and inure to the benefit of the parties, their successors and permitted assigns.

18. NOTICES
Any notices or other communications permitted or required hereunder, including those regarding modifications to this TOU, will be in writing and given: (i) by FitnessBI via email (in each case to the address that You provide) or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

19. GENERAL
FitnessBI’s failure to enforce any right or provision of this TOU will not constitute or be considered a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective if and only if it is made in writing and signed by a duly authorized representative of FitnessBI. Except as expressly set forth in this TOU, either party’s exercise of any of its remedies under this TOU will be without prejudice to its other remedies under this TOU or otherwise. If for any reason a court of competent jurisdiction finds any provision of this TOU invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other remaining provisions of this TOU will remain in full force and effect.

20. CONFLICT OF TERMS
If there is a conflict between these terms and the terms and conditions contained within another document executed between the parties that specifically mentioned this TOU, then that document and the additional terms, if any, will control for that conflict.

Contacting Us
If You have questions or comments regarding these Terms of Use, please contact us at the information below:

Fitness BI LLC
1908 Olympic Blvd
Walnut Creek, California 94596
info@fitnessbi.com