TD Athletes Edge, LLC
Last updated October 15, 2019
PLEASE READ THESE MEMBERSHIP TERMS ("MEMBERSHIP TERMS") CAREFULLY BEFORE USING OR CREATING AN ACCOUNT THROUGH WEBSITE AND/OR PURCHASING OR PARTICIPATING IN MEMBERSHIP SERVICES OFFERED BY TD ATHLETES EDGE, LLC ("TDAE, we, our, us). THESE MEMBERSHIP TERMS SET FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN TDAE SERVICES.
Terms of Service: http://www.tdathletesedge.com/terms-service
Membership Terms: http://www.tdathletesedge.com/membership-terms
Membership Waiver of Liability and Release Agreement: http://www.tdathletesedge.com/member-waiver
TDAE has created these Membership Terms to make sure you know the rights and obligations associated with your TDAE Membership (Membership). By purchasing a Membership, utilizing TDAEs Facilities, and/or registering for an online account, you represent and warrant that you have read, and agree to be bound by these Membership Terms.
You affirm that you are either more than 18 years of age, an emancipated minor, or at least 16 years of age and possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Membership Terms, and to abide by and comply with these Membership Terms.
The benefits of Membership, available Facilities, personal training options, and/or nutrition services, may change from time to time in TDAEs discretion and are described on the TDAE Website or at the applicable TDAE location. Each Member shall be permitted to make use of the physical gym locations, training rooms, equipment, changing rooms, bathrooms, common areas, and other benefits or amenities made available for all Members at no additional charge. You understand and acknowledge that Membership does not cover lessons, classes, individual or group training sessions, special programs, or rentals, some or all of which may be made available from time-to-time for additional charges. Not all programs, benefits, facilities, equipment, etc. will be available at all times. Memberships are not assignable or transferable and any attempted transfer or assignment shall be null and void. You understand and acknowledge that TDAE is a privately owned, members only establishment and therefore TDAE reserves the right to refuse Membership to anyone with or without cause.
a. You acknowledge that TDAE and its Facilities establish rules and regulations for the safety, comfort and protection of Members, guests, and visitors. You agree to abide by all policies, guidelines, rules, and regulations (together, the TDAE Rules) for safe use of the Facility and equipment, which may be posted or published by TDAE, or adopted from time to time, including following any verbal or written instructions provided by your TDAE personnel, your personal trainer or nutritionist. TDAE Rules are subject to change. All such TDAE Rules are incorporated into these Membership Terms by reference and made a part hereof.
b. All use of the Facilities shall be undertaken at your sole risk, in accordance with the Member Waiver of Liability and Release Agreement, and TDAE and/or any TDAE personnel, owners, operators, managers, successors or assigns, officers and agents (for purposes of this Section, collectively TDAE) shall not be liable for any harm, injuries or damage to you or your property, or be subject to any claim, demand, liability or damages whatsoever, including, without limitation, those resulting from acts of active or passive negligence on the part of TDAE. It is specifically agreed that TDAE shall not be responsible or liable for articles lost, damaged or stolen in, about or in connection with the Facilities nor for loss or damage to any of your other property, including automobiles and their contents. You may, at your own discretion and expense, obtain personal insurance for loss, injury or damage that you might sustain arising from use of the Facilities.
Membership Waiver of Liability and Release Agreement: http://www.tdathletesedge.com/member-waiver
c. You agree not to engage in any behaviors that may endanger other Members or TDAE personnel.
d. You agree that you will not use any equipment located at any physical TDAE Facility unless you (1) are knowledgeable concerning the use of such equipment, or (2) have received appropriate instruction from TDAE personnel in the use of such equipment, including, but not limited to, fitness machines, free-weights, and cardio-aerobic equipment, prior to use.
e. You represent and warrant to TDAE that you are in good health and have no disability, impairment, injury, disease, or ailment that prevents you from engaging in active or passive exercise or which would cause an increased risk of injury or adverse health consequences as a result of participating in any Facilities. You agree to inform TDAE personnel of any injuries, pains or concerns prior to participating in any class, instruction, training, counseling, or use of any Facilities.
f. You understand and acknowledge that neither TDAE nor TDAE personnel have expertise in diagnosing, examining, or treating any medical condition. In the event you experience any illness, injury, discomfort, impairment, or other health problem (together referred to as a Health Problem) prior to or during your use of any Facility, you agree to (i) immediately inform TDAE personnel of such Health Problem, and (ii) consult your physician and reconfirm your physicians consent to or approval of your continued participation in activities at or with TDAE. Notwithstanding the foregoing, TDAE shall have at its physical Facility at least one (1) Automated External Defibrillator (AED), as defined in Massachusetts General Laws, chapter 112, section 12V 1/2, and shall have in attendance during staffed business hours at least one (1) employee or authorized volunteer as an AED provider, as defined in Massachusetts General Laws, chapter 112, section 12V 1/2. 5. You agree that while you are using any Facility, you will not be under the influence of any (1) medication that may impair your physical or mental capabilities, (2) alcohol, or (3) non-prescription drugs. You acknowledge and agree that such use or influence may increase the risk of serious bodily injury or death to yourself or others.
g. Members should report any accidents, incidents, faulty equipment, issues or problems with the service and/or any Facility to TDAE personnel directly.
h. Storage cubicles are provided for Member use. You understand and acknowledge that the storage cubicles open, not secure, and their contents are vision to other Members. Use of a storage cubicle is at your own risk. Storage cubicles may not be used overnight. TDAE has no liability for any lost or stolen items.
i. In the interest of all Members safety and hygiene, Members (and their guests, if applicable) are required to wear clean attire and footwear, appropriate for such Member and/or guests activities at the Facility. Furthermore, Members are required to wipe down each piece of equipment after such Members use.
j. You represent, warrant, and acknowledge that: (i) you have inspected the Facilities and same are in full operation; (ii) no promises, representations or warranties, other than as explicitly set forth herein, have been made to you by TDAE or otherwise concerning the Facilities; and (iii) it has been explained to you that this is a legally binding and enforceable contract and that you have agreed to maintain your membership for the period of time specified.
From time to time, the Facility may partially or fully close and be unavailable for use by Members for reasons including, but not limited to, renovation, repair, special events, or holidays. TDAE will make good faith efforts to minimize disruption to Members during these periods. Hours of operation will be displayed at the Facility and may be modified from time to time by TDAE.
a. For gym access and training services:
Depending on the service TDAE offers, annual, monthly, or six-month Membership subscriptions. For annual Memberships, Members will be required to pay for the first four weeks of such Membership upon registering for the annual Membership. All Memberships are paid on an automatic, recurring charge every four weeks, on or around the 4-week anniversary of the Members last payment. Membership Fees will be debited from the Members account, using billing information provided by the Member. Members can cancel their Membership and cease making payments, only as provided herein.
How does annual membership work?
Charged every 4 weeks for 52 weeks/1 year
Your training services may end prior to or after payments are due, based on scheduling and progress
You are able to schedule your training sessions in advance, for up to a years worth of sessions
Flexibility to move training sessions between weeks/months to accommodate travel schedules
Attendance capped at 1 extra session per week beyond selection
If you do not use all available training sessions by the end of your annual Membership, such remaining services will be credited towards your next yeas annual Membership. If you do not renew your Membership, those services/remaining training sessions shall be forfeited.
$250 cancellation fee for early termination (except in the case of cancellations as provided for herein).
A planned Membership Freeze can be activated for medical reasons (described further herein)
How does month-to-month membership work?
Start date of this period is the first session of the 4-week block
Charged every 4 weeks
Your training services may end prior to or after payments are due, based on scheduling and progress Purchase blocks of 4, 8, 12 or 16 sessions at the month-to-month rate
You have 4 weeks to use these purchased sessions
There is flexibility to move sessions within the 4-week period to accommodate travel schedules
A planned Membership Freeze can be activated for medical reasons (described further herein)
If you plan to miss 1-2 weeks of a 4-week block, you have the option to:
o You can notify us to pause your membership
o Pay a $60 drop-in fee per session for the sessions you are available to attend
o Pay for the full 4-week block and schedule sessions around travel
o If you plan to take an extended break between the established training phases (whether it is 1 week or 3 months):
You must let us know 1 day before the contract end date
We complete a timeout form that captures reason for freeze, intended reactivation date, etc.
We pause your Membership in Virtuagym
We reactivate your Membership when you are ready to restart
b. For nutrition coaching services:
If you choose to participate in TDAE Nutrition Coaching, TDAE offers 6-month and 12-month Membership subscriptions. Member may pay for these Nutrition Coaching services in one upfront payment or elect to have the Membership Fees paid on an automatic, recurring charge on the anniversary date of the first day of the Members Membership each month. These Membership Fees will be debited from the Members account, using billing information provided by the Member. Members can cancel their Membership and cease making payments, only as provided herein.
c. Membership fees may be modified from time-to-time by TDAE. However, no Membership Fee change will be applicable to you during the then current term of your Membership but will be effective for any renewal periods. For a monthly Membership, the modified Membership Fee will be applied to the next succeeding month after implementation of the modified Membership Fee.
d. You must have a valid payment method on file at all times and pay all Membership Fees when due. When you provide a payment method (such as a credit card) to us, you confirm that you are permitted to use that payment method. You authorize us (and our designated payment processor) to charge the full amount to the payment method you designate for any and all of your Membership Fees, Member activities, and any fees due hereunder. You also authorize us to collect and store that payment method information, along with other related transaction information. If your primary payment method fails or your account is past due, you authorize us to charge all additional payment methods we have on file, and to employ all legal methods available to collect the amounts, including the engagements of collection agencies or legal counsel. In addition, you may be subject to late fees. If your use of a payment method results in an overdraft or other fee from your bank or provider, you alone are responsible for that fee. TDAE, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. In addition to the Membership Fee amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks including, but not limited to, collection fees and/or convenience fees and/or other third-party charges. You hereby explicitly agree that all communication in relation to delinquent accounts may be made by email, mail, or by phone, at the email address and/or phone number you provided to TDAE. Such communication may be made by TDAE or by anyone on its behalf, including but not limited to a third-party collection agent. If you wish to dispute the information TDAE reported to a credit bureau (i.e., Experian, Equifax, or TransUnion) please contact us at TD Athletes Edge, LLC 63 ½ Jefferson Avenue, Salem, MA 01970. If you wish to dispute the information a collection agency reported to a credit bureau regarding your TDAE account, you must contact the collection agency directly.
e. If you use a debit card as your payment method, you agree that TDAE can charge you any amount that becomes due for your account. If you want to change your payment method from direct debit, you can do so at any time through your account settings.
f. If you have a dispute concerning any payment transaction, please contact our billing department at email@example.com. If, at any time, you contact your bank or credit card company to reject the charge of any payable Membership Fees (Chargeback), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your Membership. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In order to resume use of your Membership, you must pay all past due fees, as well as any fees incurred by us or our payment processor as a result of the Chargeback.
You may put your Membership on hold due to medical reasons for one or more 4-week period or month, as applicable to your Membership, for a minimum of one (1) 4-week period or one (1) month up to a maximum of three 4-week periods or three months (a Freeze). A Freeze is effective only upon advance written notice to TDAE, sent to the address as set forth in these Membership Terms, which notification shall include the period of time to which you request the Freeze apply. In no instance shall a Freeze apply retroactively. During a Freeze, you may not use any Facilities or services. You will not be billed for Membership Fees during your Freeze; payments shall resume upon the expiration of your Freeze. Your Membership expiration date will be extended by the amount of time of your Freeze.
a. YOU MAY CANCEL YOUR MEMBERSHIP WITHOUT ANY PENALTY OR FURTHER OBLIGATION BY CAUSING A WRITTEN NOTICE OF YOUR CANCELLATION TO BE DELIVERED IN PERSON OR POSTMARKED BY CERTIFIED OR REGISTERED UNITED STATES MAIL WITHIN THREE (3) BUSINESS DAYS OF THE DATE YOU ENTERED INTO THESE MEMBERSHIP TERMS OR THE DATE ON YOUR RECEIPT TO THE TDAE ADDRESS SPECIFIED IN THESE MEMBERSHIP TERMS. Your notice of cancellation shall be accompanied by the statutorily required forms, including a copy of any paper agreements executed between you and TDAE, your membership card, and any other documents, confirmation emails, or evidence of membership previously delivered to you. In the event you cancel your Membership as described in this Section, TDAE shall refund all money paid by you to TDAE, pursuant to the Membership Terms, within fifteen (15) business days of TDAEs receipt of your written notice of cancellation.
b. You or your estate may also cancel your Membership for any of the following reasons: (i) if upon a doctor's order, you cannot physically or medically receive the services because of significant physical or medical disability for a period in excess of three months; (ii) in case of your death; (iii) if the TDAE services, which were the subject of your Membership, are not available because TDAE fails to open a planned TDAE location, permanently discontinues operation of the TDAE location you primarily utilize, or substantially changes the operation of the TDAE location you primarily utilize; or (iv) if you move either your residence or your place of employment more than twenty-five (25) miles from the TDAE location you primarily use. In the event of the cancellation of your Membership in the manner specified by this Section, TDAE shall refund all money paid by you to TDAE, pursuant to these Membership Terms, within fifteen (15) business days of receipt of your written notice of cancellation, except that TDAE may retain the portion of the Membership Fee representing the amount of time that the TDAE services, Facilities, and/or your Membership were used by you prior to cancellation; and provided, further, that TDAE may demand the reasonable cost of goods and services which you have consumed or wish to retain after cancellation of your Membership.
c. TDAE reserves the right to cancel these Membership Terms and/or terminate your Membership, any benefits of your Membership, TDAE Facilities, amenities, and/or services, or other privileges granted by these Membership Terms in the event of a Member Default, or for any reason or no reason, in TDAEs sole discretion. A Member Default includes (i) your failure to comply with any of TDAE policies, procedures or rules; (ii) intentional or negligent misrepresentation of information you provide to TDAE through any means; (iii) failure to make timely payment of any Membership Fee; or (iv) your breach of any Policies. In the event that TDAE cancels your Membership, you shall continue to be fully liable to TDAE for any and all Membership Fees or other fees due and payable to TDAE hereunder.
TD Athletes Edge, LLC
Member Waiver of Liability and Release Agreement
Last updated October 15, 2019
PLEASE READ THIS MEMBER WAIVER OF LIABILITY AND RELEASE AGREEMENT ("WAIVER") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY TD ATHLETES EDGE, LLC ("TDAE). THIS AGREEMENT SETS FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN TDAE SERVICES.
Terms of Service: http://www.tdathletesedge.com/terms-service
Membership Terms: http://www.tdathletesedge.com/membership-terms
Please read this Waiver carefully before accessing or using the Site or services. By accessing or using any part of the Site and/or any TDAE services, you agree to become bound by the terms and conditions of this Waiver. If you do not agree to all the terms and conditions of this Waiver, then you may not access the Site or use any of the services.
If you have any questions, contact us at firstname.lastname@example.org.
By using the facilities, gym equipment, or participating in training, counseling, classes or programs, whether at the gym facility, a gym sponsored event or through the Site, offered by TDAE (collectively, the Facilities), and in consideration for being allowed to participate in the Facilities, the receipt and sufficiency of which is hereby acknowledged, I, for myself, or as the parent and/or legal guardian of a minor using the Facilities, freely agree to be bound by each of the following provisions of this Member Waiver of Liability and Release Agreement (Waiver):
1. Acknowledgement and Assumption of Risk. I understand that exercise, training and using fitness equipment are potentially hazardous activities. I further understand that these activities involve risks of injury, aggravation of preexisting conditions, and in the most severe and extreme situations, even death. Furthermore, I acknowledge that the effect of exercise on the body cannot be predicted with complete accuracy and that injuries may occur during or following exercise, including, but not limited to exercise under the supervision of a trainer or during a class or program, that could lead to these complications and adversely affect my health. Accordingly, I acknowledge that I am voluntarily participating in these activities with the full knowledge and understanding of the potential dangers and further that I do so at my own risk. I also agree that I assume all the risk of any loss or damage to my personal property present at the Facilities and that TDAE has no obligations or responsibility related thereto. For clarity, I assume all risks, known and unknown, foreseeable and unforeseeable, in any way connected with my participation in/use of the Facilities. I accept personal responsibility for any liability, injury, loss, death or damage in any way connected with my participation in/use of the Facilities.
I understand that TDAE advises me to obtain a physical examination from a doctor before using TDAE Facilities. I may receive recommendations for changes in diet, including the use of food supplements, weight reduction and/or body building enhancement products during my use of the Facilities from TDAE staff or other third parties at the TDAE Facilities. I understand that acting on any such recommendations is based on my own knowledge and judgment and I acknowledge, that even if TDAE provided such recommendation TDAE has no and assumes no responsibility for such recommendations. I understand that TDAE advises me to consult a physician prior to undergoing any dietary or food supplement changes or additions. This Waiver includes, but is not limited to, all injuries which may occur as a result of the following: (i) my use of all amenities and equipment in the facility and my participation in any activity, class, program, personal training or instruction; (ii) the sudden and unforeseen malfunctioning of any equipment; (iii) TDAEs instruction, training, supervision, or dietary recommendations; (iv) My slipping and/or falling while in the building, or on the premises, including adjacent sidewalks and parking areas; (v) contact with and actions of other participants at the Facilities; (vi) the effects of the weather, including water, changes in temperature, cold, high heat and/or humidity; and/or (vii) Any of my known or unknown health, physical, or mental conditions.
2. My Obligations. I agree to listen to and follow the directions of TDAE personnel, and I understand that failure to do so may increase the risk of injury to myself and to those around me, and negatively impact the overall operations of the Facilities. I agree that I will use good judgment, be selfreliant and stop to request assistance if I am unsure of my ability to utilize or participate in the Facilities safely. I further agree and warrant that if at any time I believe conditions to be unsafe, I will immediately inform the TDAE personnel. I represent and warrant that I am physically fit and mentally capable of performing the physical activities and Facilities I choose to participate in.
3. Consent to Medical Treatment. I authorize TDAE to provide to me, through medical personnel of its choice, customary medical assistance, transportation, and emergency medical services. This consent does not impose a duty upon TDAE to provide such assistance, transportation, or services. I understand that the cost of all emergency services is my responsibility.
4. Release of Liability; Limitation of Damages. I hereby forever and unconditionally release TDAE and its affiliated entities, parent companies, subsidiaries, present and former employees, owners, officers, members, managers, partners, contractors, insurers, shareholders, and directors (collectively Released Entities), from any and all claims, actions, damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys fees) for death, injury, loss or damage of property, (collectively Claims) in any way arising out of my participation in or use of the Facilities, including, without limitation, any and all Claims resulting from the negligence of the Released Entities. TDAEs liability to me will be limited to actual damages arising from Released Entities gross negligence or willful misconduct in the performance of their duties and responsibilities hereunder; provided, however, under no circumstance shall my damages in connection with my participation in/use of the Facilities greater than $500. Recovery of such amount shall be my sole and exclusive remedy. All liability arising out of my participation in/use of the Facilities is cumulative and not per incident. In no event shall TDAE be liable for any special, incidental, punitive, or consequential damages or other indirect damages, even if TDAE has been informed of the possibility thereof. To the extent that statute or case law does not prohibit releases for negligence, this release is also for negligence on the part of the facility, its agents, and employees.
5. Indemnification. I agree to defend and indemnify the Released Entities from any and all Claims as incurred of any kind whatsoever in any way arising out of my participation in/use of the Facilities.
6. Binding Effect. This Waiver shall be binding upon my next of kin, personal representatives, heirs, beneficiaries, and assigns and shall inure to the benefit of TDAE, its successors and assigns. I, the undersigned, for myself, my heirs, representatives, assigns, and next of kin, hereby release, discharge, and covenant not to sue TD Athletes Edge, LLC, its managers, employees, vendors, or affiliates from any and all Claims., demands, suits, loss, and causes of action.
7. Severability. If any provision of this Waiver is for any reason declared to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected. The invalid or unenforceable provision will be deemed modified to the extent necessary to render it valid and enforceable, and if no modification may render it valid and enforceable, this Waiver will be construed as if not containing such provision and the rights and obligations of the parties will be construed and enforced accordingly.
8. Governing Law and Venue. This Waiver shall be governed in all respects by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. Venue shall be in Suffolk County, Massachusetts and I hereby agree and acknowledge that I am personally subject to jurisdiction in Suffolk County, Massachusetts.
9. Promotional Release. I hereby grant to TDAE the unrestricted right and permission to copyright and use photographic portraits, pictures, video footage and/or audio recordings of my participation in/use of the Facilities, in which I may be included intact or in part, including the negatives, prints, transparencies or digital information relevant to such portraits (the Material). TDAE has the right to reproduce, exhibit, distribute, broadcast, digitize, edit, or otherwise use the Material, by any method and in any media, whether now existing or later created, without restriction throughout the world, by incorporating the Material into its website, publications, catalogues, brochures, books, magazines, or commercial, informational, educational, advertising, or promotional materials relating thereto (collectively, the "Works'). I agree that TDAE is and shall be the exclusive owner of all right, title, and interest, including copyright, in the Material and the Works. I further grant to TDAE an irrevocable, royalty-free, worldwide license to use my name, age, and hometown in connection with the Material and the Works.
THIS IS A WAIVER AND RELEASE OF LIABILITY. I HAVE READ THIS ENTIRE DOCUMENT. I UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO ITS PROVISIONS AND HAVE SIGNED IT FREELY AND WITHOUT INDUCEMENT OR ASSURANCE OF ANY NATURE AND INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW. I agree that by continuing to participate in/using the Facilities, I am indicating my voluntary agreement to the provisions of this Waiver and Release of Liability. I agree that no oral statements or representations, apart from the language of the above agreement, have been made. PARTICIPATION IN THE EVENTS BY A PERSON WHO IS NOT YET 18 YEARS OLD INDICATES THAT A PARENT OR LEGAL GUARDIAN HAS ALSO READ AND CONSENTED TO THIS WAIVER.
TD Athletes Edge, LLC Terms of Service
Please read this Agreement carefully before accessing or using the Site. By accessing or using any part of the Site, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any of the services. This Agreement applies to all users of the Site.
You affirm that you are either more than 18 years of age, an emancipated minor, or at least 16 years of age and possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
If you have any questions, contact us at email@example.com.
Account Creation. In order to use certain features of the Site, you must register for an online account with TDAE. To complete your registration, you will provide your full legal name, email address, zip code, and create a password. You are responsible for maintaining the confidentiality of your password and account. If you elect to subscribe to a paid membership via the Site, you will provide payment information (credit card information and billing address).
Account Responsibilities. You are fully responsible for all activities that occur under your password or account. You are further responsible for any and all liability and/or damage resulting from your failure to maintain password confidentiality. It is important for you to protect against unauthorized access to your computer. Be sure to log off when you finish using a shared computer. You agree to immediately notify TDAE of any unauthorized use of your password or any breach of security. You also agree that TDAE cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.
You may not transfer or sell your TDAE account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
TDAE reserves the right to refuse service to anyone and or terminate their online account, for any reason, at any time. TDAE reserves the right to terminate accounts that have been inactive for a period of six (6) months or longer. Once your account is terminated, you understand and acknowledge that TDAE may permanently delete your account and all data associated with it.
Certain services provided by TDAE, and certain functionality on the Site, may be subject to certain payment terms or fees as determined in our sole discretion. We will provide notice of those fees then in effect in relation to any of our paid Services. If you wish to receive or use a paid Services, you are required to pay all applicable Fees in advance.
Pricing. Please see the options and pricing for our services on the Site or contact TDAE at firstname.lastname@example.org or (978) 712-0260 for more information. TDAE may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement.
Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.
Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Site and our services. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with TDAE and Users account must be adequately funded to pay for any services rendered.
Recurring Payment Authorization. By agreeing to set up payments on a monthly recurring basis, you are giving us permission to charge your on-file ACH account, credit card, PayPal account, or other approved methods of payment for fees that you authorize TDAE to satisfy your obligations hereunder.
Notification of Non-Payment. If your card cannot be charged your access to our services may be suspended and you will need to update your card information in order to resume use.
No Advice. The content, (which includes any text, graphics, images, video, blogs, tutorials, or other material contained, accessed or entered on the Site (Content), on this Site is provided by TDAE for educational, general advisory, and informational purposes only. TDAEs nutritional, training, and/or exercise suggestions are not intended to be complete and comprehensive advice on your health, physical fitness, diet and nutrition, but rather are based on the general observations of TDAE. None of the Content should be considered an endorsement, representation or warranty that any particular method, strategy or course of action is appropriate for your individual situation. The information on the Site is not provided by a physician, certified nutritionist, or psychologist, and the scope of the consultation services does not include treatment or diagnosis of specific illnesses or disorders. You should not rely on this information as a substitute for professional medical advice, diagnosis, or treatment. You understand that some of the nutrition and/or physical fitness advice on this Site is not universally accepted as evidence-based practice and is neither sponsored, approved, recommended nor endorsed by the USDA (United States Department of Agriculture), FDA (Food and Drug Administration), NIH (National Institutes of Health), AHA (American Heart Association), ADA (American Diabetes Association), or AND (Academy of Nutrition and Dietetics). The information on this Site is not intended as medical advice, medical nutrition therapy or individualized nutrition counseling/coaching. The TDAE Site and its authors do not claim to cure, prevent, diagnose, or treat any disease, disorder, or health condition. Always consult a qualified healthcare professional before changing your diet or medications or beginning any exercise routine. If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on this Site. The use of any information provided on this Site is solely at your own risk. This advice is provided as is. No warranty as to the accuracy or completeness of the information and general advice on the TDAE Site is implied or given. TDAE cannot guarantee and does not promise any specific results from use of its Site or TDAE services. No advice or information, whether oral or written, obtained by a user from TDAE shall create any warranty not expressly stated in these terms.
Intellectual Property Ownership. Healthy Work, and other Healthy Work graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of Healthy Work, Inc. in the U.S. and/or other countries. Healthy Work's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits Healthy Work. All other trademarks not owned by Healthy Work that appear on this site are the property of their respective owners.
You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by Healthy Work, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any content received through the Site without the authorization of Healthy Work or the content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the Site, in violation of applicable copyright and other intellectual property laws.
You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without Healthy Works express written consent.
Rights and Licenses
License to Use Site. We grant you a non-transferable, non-exclusive, right to access and use the Site for your personal use.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or any Content thereon; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Content; (c) you will not access the Site or Content in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Site or Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site and/or Content will be subject to the terms of this Agreement. All copyright and other proprietary notices on the Site and/or the Content must be retained on all copies, provided you have TDAEs consent to make such copies.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site and/or our services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the same.
No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site.
Ownership of the Services. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, on the Site or provided through the Site, are owned by TDAE or our licensors. The provision of the Site and/or our services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
Your Content and Prohibited Activities
User Generated Content. You are solely responsible for your conduct and activities on and regarding TDAE, your use of the Site and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, polls, surveys, and links (together, "User Content") that you submit, post, store, and/or display on or through TDAE.
Prohibited Activities. You hereby represent and warrant that you shall not use the services or the Site to:
Upload, download, post, email or otherwise transmit any User Content in a fraudulent manner/for the purposes of committing a fraud.
Upload, download, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
Upload, download, post, email or otherwise transmit any User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
Upload, download, post, email or otherwise transmit any User Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
Harm minors in any way, including, but not limited to, uploading User Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload User Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.
Upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.
Upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.
Disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, third party sites, vendors or customers sites, or networks connected to or accessible through the Site or affiliated or linked websites.
Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites.
Frame the Site within another Site or webpage or link to the Site except as permitted in writing by TDAE or Host images not part of a listing.
Incorporate images or names that would violate a person's right of privacy or publicity; or
o incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness without their express written consent.
Use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the service or Site.
Copy, modify or distribute rights or User Content from the Site, service or tools or TDAEs copyrights and trademarks.
Harvest or otherwise collect information about users, including email addresses, without their consent.
Take any action that may undermine online reviews or feedback.
Appear to create liability for TDAE or cause TDAE to lose (in whole or in part) the services of TDAE's ISPs or other suppliers.
Right to Remove User Content. You acknowledge that TDAE does not pre-screen submitted User Content, but that TDAE and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any User Content from the Site. TDAE does not endorse any User Content submitted to the Site by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and TDAE expressly disclaims any and all liability in connection with any User Content. Without limiting the foregoing, TDAE and its designees shall have the right to remove, without prior notice, any User Content that violates the Agreement or is otherwise objectionable to TDAE. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.
Your Responsibility for your use of the Site. You agree that you are responsible for actions and communications undertaken under your account. TDAE takes no responsibility and assumes no liability for any User Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against TDAE and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, User Content or materials on the Site. You agree to indemnify TDAE and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
Applicable Laws. You agree that you will use this Site in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
Suggestions. Healthy Work considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Site or otherwise (other than the account information, personal information) (collectively, the "Material") to be non-confidential and non-proprietary, and Healthy Work shall not be liable for the disclosure or use of such Material. If, at Healthy Work's request, any user sends Material to improve the site (for example through the Forums or to customer support), Healthy Work will also consider that Material to be non-confidential and non-proprietary and Healthy Work will not be liable for use or disclosure of the Material. Any communication by you to Healthy Work is subject to this Agreement. The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to Healthy Work upon their submission or communication to Healthy Work, and you do assign all rights therein to Healthy Work and agree that the same will automatically become the property of Healthy Work and that Healthy Work may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, Healthy Work may elect, forever, without compensation or accounting to you and without further recourse by you.
Indemnity. You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or services, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Links to Other Sites and/or Materials
Third Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third party website(s) (Third Party Sites) as well as content or items belonging to or originating from third parties (the Third Party Applications, Software or Content). Users may also include links to their website or other Third Party Sites on their listings. These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk, and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
THE SERVICES, INCLUDING THE SITE, ARE PROVIDED AS-IS AND AS AVAILABLE AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. FURTHERMORE, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF ANY ACCOUNTING SOFTWARE PROVIDERS SERVICES.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOUVE PAID TDAEIN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Term and Termination.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site and/or services (including your online account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and/or services will terminate immediately. You understand that any termination of your online account involves deletion of your User Content from our database. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
DMCA and Intellectual Property Rights Policy
As Healthy Work asks that others respect its intellectual property rights, Healthy Work respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright or trademark, you are encouraged to notify Healthy Work in accordance with Healthy Works Digital Millennium Copyright Act (DMCA) Policy (see below). Healthy Work will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Site. Healthy Work may terminate a users access to and use of the Site at Healthy Works sole discretion if Healthy Work determines that the user is or may be infringing on the copyrights or other intellectual property rights of Healthy Work or others.
To notify Healthy Work of infringing or unlawful content, please provide Healthy Work with the following information:
Your name, address, telephone number and e-mail address;
A description of the exact location on the Site of the infringing or unlawful content;
A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;
In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;
In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and
A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.
Healthy Work takes such notices very seriously. Healthy Work will evaluate the provided notice and if appropriate, based on Healthy Works sole discretion, remove the content or disable access to the content. Based on Healthy Works judgment, Healthy Work may notify the source of the content of your complaint and Healthy Works actions in response to your complaint. Healthy Work reserves the right in Healthy Works sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. Healthy Work encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.
Healthy Work may be notified of claims of intellectual property infringement by mailing or emailing the above requested information to
TD Athletes Edge, LLC
Attn: Jed Sturman
63 ½ Jefferson Avenue
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TDAEHAVE AGAINST EACH OTHER ARE RESOLVED.
You and TDAE agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Site, or any products or services sold or purchased through the Site, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Agreement to Arbitrate
You and TDAE each agree that any and all disputes or claims that have arisen or may arise between you and TDAE relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Site, or any products or services sold, offered, or purchased through our Site will be resolved exclusively through final and binding arbitration, rather than in court. Alternati