One-On-One, LLC - Terms & Conditions

Acceptable Use Guidelines

THIS DOCUMENT OUTLINES THE TERMS ON WHICH ONE-ON-ONE, LLC, OFFERS ACCESS TO OUR SOLUTIONS AND SYSTEMS.

ONE-ON-ONE, LLC (the “Company”), maintains this Application  (the “Application”) as a service to its customers. By using the  Application or any current or future service(s) provided to you by the  Company (collectively the “Services”) in accordance with an applicable  service agreement (“Service Agreement(s)”), you are agreeing to comply  with and be bound by the terms and conditions of these Acceptable Use  Guidelines and any operating rules, regulations, policies, and  procedures that may be modified from time-to-time on the Application  (collectively, the “Terms”). The Terms govern your access to and use of  the Application, the Services and any information, products, software,  and/or features made available to you. If you are using the Application  or Services on behalf of your employer, you represent that you are  authorized to accept these Terms on your employer’s behalf. In the case  of any violation of the Terms, the Company reserves the right to seek  all remedies available by contract, law and in equity for such  violations. The Terms apply to all visits to the Application and use of  the Services, both now and in the future. ANY VIOLATION OF THESE TERMS  MAY RESULT IN THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT, THE  SERVICES OR SUCH OTHER ACTION PERMITTED IN ACCORDANCE WITH THE  APPLICABLE COMPANY SERVICE AGREEMENT.

You  agree that you will not at any time conduct your business in any manner  that directly or indirectly offers, sells, leases, licenses or displays,  delivers, advertises, recommends, or promotes any product(s),  service(s), data, information, image(s), text and/or any content which:

(a)  is unlawful or violates any applicable local, state, federal, national  or international law, statute, ordinance, or regulation including,  without limitation, Credit Card Association rules, consumer protection  law, Internet tobacco sales, firearm sales, unfair competition,  anti-discrimination or false advertising;

(b) is associated with  any form of adult, sexually-oriented, or obscene materials or services,  including without limitation, any material clearly designed to sexually  arouse the viewer/reader (e.g., books, text, photos, videos, X-rated  movies, pornographic materials, etc.), any materials which require  individuals to be eighteen (18) or older to view or purchase those  materials, escort services, and adult websites;

(c) infringes on  any patent, trademark, trade secret, copyright, right of publicity, or  other proprietary right of any party, including, but not limited to, the  unauthorized copying and posting of trademarks, pictures, logos,  software, articles, musical works and videos;

(d) is threatening,  abusive, harassing, defamatory, obscene, libelous, slanderous,  deceptive, fraudulent, invasive of another’s privacy, tortious, or  otherwise violate Company’s rules or policies;

(e) victimizes  harasses, degrades, or intimidates an individual or group of individuals  on the basis of religion, gender, sexual orientation, race, ethnicity,  age, or disability;

(f) impersonates any person or entity;

(g)  contains harmful content, including, without limitation, software  viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any  other files, software programs, or technology that is designed or  intended to disrupt, damage, surreptitiously intercept or expropriate  the Services or any system, program, data or personal information or  limit the functioning of any software, hardware, or equipment or to  damage or obtain unauthorized access to any data or other information of  any third party;

(h) violates any U.S. export or import laws,  including, without limitation, the Export Administration Act and the  Export Administration Regulations maintained by the Department of  Commerce;

(i) offers or disseminates fraudulent goods, services,  schemes, or promotions (i.e., make money fast schemes, chain letters,  pyramid schemes) or engage in any unfair deceptive act or practice;

(j) is associated with any form of gambling or lottery type services;

(k) is associated with illegal telecommunications or cable television equipment;

(l) is associated with electronic wallets (i.e., “e-wallets”) or any similar payment type; or

(m)  is associated with the sale of (a) any controlled drug that requires a  prescription from a licensed practitioner unless you are authorized by  the National Association of Boards of Pharmacy to offer such products as  a Verified Internet Pharmacy Practice Site and only if such a  prescription has been issued by the practitioner after a bona fide  examination of the patient; or (b) any over-the-counter drug, unless the  sale of such product, without a prescription, has been approved by the  Food & Drug Administration; or (c) nonprescription drugs that make  false or misleading treatment claims or treatment claims that require  FDA approval; or (d) any drug or controlled substance that the Company  believes to be or may become harmful, unlawful, or prohibited. The  Company requires sellers of prescription drugs to abide by all laws  applicable to both the buyer and seller and we may require you to  provide evidence of compliance with these requirements. In addition, due  to the complexities of current laws regulating the importation of  controlled drugs into the United States, you may not use the Services to  sell prescription drugs that are imported into the United States from  an international location.

The foregoing list is a non-exhaustive list of prohibited goods and services.

You are prohibited from engaging in any form of Internet abuse, including but not limited to:

(a)  distributing, publishing, or sending any kind of unsolicited or  unwelcome email to any number of network users (commonly referred to as  “junk mail” or “spam”), including, without limitation, mass promotions,  unauthorized or unsolicited commercial advertising, and informational  announcements, anywhere on the Internet; (b) posting a single article or  substantially similar articles to an excessive number of newsgroups or  mailing lists; (c) repeated or deliberate posting of articles that are  off-topic according to the charter of the newsgroup or mail list where  such articles are posted; (d) posting commercial advertising in a  conference or newsgroup, unless it is specifically permitted to be  posted within that group; or (e) violating the CAN-SPAM Act.

Company  reserves the right and has absolute discretion to enforce the Terms.  Company may, in its sole discretion, immediately terminate or suspend:  (i) the Services; (ii) a Service Agreement; and/or (iii) access to this  Application, if it determines that your services, offerings or  activities violate the Terms. Without limitation, Company also reserves  the right to report any activity (including the disclosure of  appropriate data or merchant information) that it suspects may violate  any law or regulation to appropriate law enforcement officials,  regulators, or other appropriate third parties. Company also may  cooperate with appropriate law enforcement agencies to assist in the  investigation and prosecution of any illegal conduct. If you want to  report any violations of these guidelines, please contact us at (702) 710-5501.

Company  reserves the right to amend the Terms and modify or discontinue all or  part of the Application, temporarily or permanently, with or without  notice, and is not obligated to support or update the Application. The  amended Terms shall automatically become effective immediately after  they are initially posted on this Application. Your continued use of the  Application after the posting of the amended Terms on the Application  constitutes your affirmative: (a) acknowledgment of the Terms and its  modifications; and (b) agreement to abide and be bound by the Terms, as  amended. Should you object to any modifications of the Terms, your only  recourse is to immediately: (a) terminate use of the Application and/or  Services; and (b) notify Company of termination.

The  Application contains links to third-party applications. The linked  applications are not under the control of Company, and Company is not  responsible for the contents or policies of any linked application.  Company provides these links as a convenience only, and a link does not  imply endorsement of, sponsorship of, or affiliation with the linked  application by Company. Links to merchants or advertisers are owned and  operated by independent retailers or service providers, and therefore,  Company cannot ensure that you will be satisfied with their products,  services or practices. You should make whatever investigation you feel  necessary or appropriate before proceeding with any transaction with any  of these third parties.

The  Company may share information about consumers and clients with their  consent or as permitted or required by law. The Company may share  information with its affiliates, health club clients, debt collection  agencies with whom the Company’s health club clients contract, service  providers the Company hires to perform functions on the Company’s behalf  or to assist the Company in providing the Services. If a health club  purchases access to Company software, the Company may also share  personal information about a consumer with third-party vendors, such as  combat,fights-related software applications, with which either the  consumer’s health club or the consumer have contracted to provide  services directly to the consumer. The Company also shares information  when it is appropriate, necessary, or required to comply with the law;  when it is necessary to enforce or apply the terms and conditions of the  Company’s merchant agreement with a health club or other applicable  agreements; or when it is necessary to protect the rights, property, or  safety of the Company’s users, or others, which may include the exchange  of information with other organizations for fraud protection and/or  risk reduction. In the event that the Company is acquired, health club  account information and consumer account information may be one of the  transferred assets.

The  Application is proprietary to Company. All the text, images, marks,  logos and other content of the Application (“Application Content”) is  proprietary to Company or to third parties from whom Company has  obtained permission. Company authorizes you to view, download, and print  the Application Content provided that: (i) you may only do so for your  own personal and non-commercial use; (ii) you may not copy, publish or  redistribute any Application Content; (iii) you may not modify  Application Content; (iv) you may not remove any copyright, trademark,  or other proprietary notices that have been placed in the Application  Content by Company. Except as expressly permitted above, reproduction or  redistribution of the Application Content, or any portion of the  Application Content, is strictly prohibited without the prior written  permission of Company. To request permission you may contact Company at  (888) 622-6290. You represent and warrant that your use of Application  Content will be consistent with this license and will not infringe or  violate the rights of any other party or breach any contract or legal  duty to any other parties.

THE APPLICATION  AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. NEITHER  COMPANY, NOR ITS PARENT CORPORATION, REPRESENTS OR WARRANTS THAT THE  APPLICATION OR SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,  TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS FREE  NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE  OBTAINED FROM THE USE OF THE APPLICATION OR SERVICES OR AS TO THE  ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS  OBTAINED THROUGH THE APPLICATION OR THAT DEFECTS IN THE SERVICES WILL BE  CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THIS APPLICATION AND THE  SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO  OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES.  IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF, COMPANY SHALL USE  COMMERCIALLY REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS AND  WILL PROVIDE ADJUSTMENTS, REPAIRS AND REPLACEMENTS, WITHIN ITS CAPACITY,  THAT ARE NECESSARY TO ENABLE THE APPLICATION AND THE SERVICES TO  PERFORM THEIR INTENDED FUNCTIONS IN A REASONABLE MANNER. YOU ACKNOWLEDGE  THAT COMPANY DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF  COMPANY’S EFFORTS ARE NOT SUCCESSFUL, YOU MAY TERMINATE THE APPLICABLE  SERVICE AGREEMENT AND CEASE USING THE APPLICATION. THE FOREGOING SHALL  CONSTITUTE YOUR SOLE REMEDY, AND COMPANY’S SOLE LIABILITY, IN THE EVENT  OF INTERRUPTION, OUTAGE OR OTHER DELAY OCCURRENCES IN THE COMPANY  SERVICES. YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS  OF ANY NATURE ARISING FROM OR RELATING TO YOUR USE OF THE APPLICATION  OR SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS AND ALLEGATIONS  RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, THE ALLEGED  INACCURACY OF CONTENT, OR ALLEGATIONS THAT COMPANY HAS OR SHOULD  INDEMNIFY, DEFEND, OR HOLD YOU HARMLESS FROM ANY CLAIM OR ALLEGATION  ARISING FROM YOUR USE, REPUBLICATION OR OTHER EXPLOITATION OF THE  APPLICATION OR SERVICES. YOU USE THE APPLICATION AT YOUR OWN RISK AND  NEITHER COMPANY NOR THE PARTIES WHO PROVIDE INFORMATION AND MATERIALS  FOR PUBLICATION WITHIN THE APPLICATION WILL BE LIABLE FOR ANY DAMAGES  ARISING FROM YOUR USE OF THIS APPLICATION. YOU UNDERSTAND AND AGREE THAT  ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE  OF THE APPLICATION OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND  RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS  COMPUTER SYSTEM, LOSS OF SERVICE OR LOSS OF DATA THAT RESULTS FROM THE  DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

EXCEPT  AS EXPRESSLY SET FORTH IN THIS SECTION 10, COMPANY SPECIFICALLY  DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER  EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF  TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO,  WARRANTIES OR CONDITIONS OF MERCHANTABILITY, EVENTS FOR A PARTICULAR  PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE APPLICATION OR  SERVICES, OR OTHER SERVICES OR GOODS PROVIDED THROUGH THIS APPLICATION.  FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT COMPANY DOES NOT REPRESENT OR  WARRANT THAT THE SERVICES OR APPLICATION WILL BE AVAILABLE, ACCESSIBLE,  UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY  ERROR-FREE.

THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS  ARISING FROM OR RELATED TO THE APPLICATION OR THE SERVICES (HOWEVER  ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY  OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO ANY SERVER, MERCHANT  INTERFACES, WEBSITES, FACILITIES, OR YOUR DATA OR YOUR CUSTOMER DATA  (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE  INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS, INCLUDING  HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND THE  COMPANY’S REASONABLE CONTROL. YOU EXPRESSLY AGREE THAT THE COMPANY SHALL  NOT BE LIABLE FOR ANY LOSS ARISING FROM INFILTRATION OF THE SERVICES,  THE COMPANY SYSTEM OR WEBSITE BY MEANS OF SOFTWARE VIRUSES, TROJAN  HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY  DESIGNED OR INTENDED TO DISRUPT, DAMAGE, INTERCEPT OR EXPROPRIATE THE  COMPANY OR ANY SYSTEM, PROGRAM, DATA OR PERSONAL INFORMATION OR LIMIT  THE FUNCTIONING OF THE APPLICATION, SERVICES OR ANY SOFTWARE, HARDWARE,  OR EQUIPMENT OR TO DAMAGE OR OBTAIN UNAUTHORIZED ACCESS TO ANY DATA OR  ANY INFORMATION OF ANY THIRD PARTY.

AS  A CONDITION OF USE OF THE APPLICATION AND SERVICES, YOU AGREE THAT  NEITHER COMPANY, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER,  AGENT, CONTRACTOR OR EMPLOYEE OF COMPANY WILL BE LIABLE TO YOU OR ANY  THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR  CONSEQUENTIAL LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS  OPPORTUNITIES, DAMAGES, EXPENSES, OR COSTS RESULTING DIRECTLY OR  INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH THE  APPLICATION, SERVICES OR SERVICE AGREEMENTS, HOWEVER ARISING, INCLUDING  WITHOUT LIMITATION, THE INABILITY TO USE THE SERVICES OR FOR COST OF  PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY  PRODUCTS, SERVICES PROVIDED OR OBTAINED OR TRANSACTIONS ENTERED INTO  THROUGH THE APPLICATION OR RESULTING FROM UNAUTHORIZED ACCESS TO,  DELETION OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR FAILURE OF THE  APPLICATION TO STORE YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT  LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE  PROPERTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE ACTS,  OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF COMPANY AND ITS  AFFILIATES, PARENTS, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS,  OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AND AGENTS,  WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A COURSE OF ACTION IN  CONTRACT, OR ANY OTHER LEGAL DOCTRINE.

EXCEPT  AS OTHERWISE LIMITED, OUR LIABILITY AND THE LIABILITY OF OUR PARENT,  SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO YOU OR ANY  THIRD PARTIES IN ANY CIRCUMSTANCES SHALL BE LIMITED TO THE LESSER OF (A)  THE AMOUNT YOU PAY US IN THE 30 DAYS PRIOR TO THE ACTION GIVING RISE TO  LIABILITY OR (B) $100.

You agree to  indemnify, defend and hold harmless Company, its parents, subsidiaries,  affiliates, directors, officers, shareholders, agents, contractors and  employees, from any claim or demand, including reasonable attorney’s  fees and court costs, made by any third party due to, arising from or  out of: (a) your use of the Application and/or Services; (b) your breach  or alleged breach of any representation, warranty or other obligation;  (c) your violation or alleged violation of any federal, state,  international or local law and any and all regulations, rules or  ordinances; (d) the negligence or willful misconduct by you or your  employees or agents; (e) any violation of the Terms or Privacy Policy;  (f) your infringement of any intellectual property or other legal right  of any person or entity; or (g) your advertising, marketing, promotion,  sale, or distribution of any products or services. In the event you  cause fines and/or penalties to be charged to Company by the Credit Card  Associations or any other entity, you agree to reimburse Company  immediately for said fines and/or penalties.

Access  to and use of password protected and/or secure areas of the Application  is restricted to authorized users only. Unauthorized individuals  attempting to access these areas of the Application may be subject to  prosecution.

When  you enroll to obtain a Service from the Company, you accept the  specific terms and conditions applicable to that Service in accordance  with the applicable Service Agreement and or its own separate terms and  conditions of use. Except as provided in the Service Agreement, Company  does not warrant that any service description or content contained in  this Application is accurate, current, reliable, complete, or  error-free.

Company may  terminate access to the Application and the Services, with or without  cause, at any time, and effective immediately. Termination shall be  accompanied by a written or electronic notice to you. Company shall not  be liable to you or any third party for termination. Should you object  to any provision of the Terms or any subsequent modifications thereto,  your only recourse is immediately to: (a) terminate use of the  Application and/or Services; and (b) notify Company of termination. Upon  termination of access to the Application and/or Services, your right to  use the Application and/or Services shall immediately cease.

Information  collected by the Application will be treated in accordance with the  Company’s Privacy Policies located at  WWW.1ON1.WORLD which are incorporated herein by  reference.

The  Application is accessible in all fifty states and other countries, and  each of these places has laws that may differ from those of Utah and  from each other. As you and Company both benefit from establishing a  predictable legal environment in which to publish, access and use the  Application, by publishing, accessing, and/or using this Application,  you and Company agree that all matters arising from or relating to the  use and operation of this Application will be governed by the laws of  the State of Utah, without regard to its conflicts of laws principles.  You agree that all claims it may have arising from or relating to the  operation or use of this Application will be heard and resolved in the  courts of Salt Lake County, UT. You consent to the personal jurisdiction  of such courts over it, stipulate to the fairness and convenience of  proceeding in such courts, and covenant not to assert any objections to  proceeding in such courts.

ONE-ON-ONE, LLC logo is registered trademarks of the  Company. All other company and product names referenced herein are the  trademarks or registered trademarks of their respective holders. This  list may be modified from time-to-time at the Company’s discretion. You  shall not register or attempt to register any of the Company’s marks or  trademarks that would reasonably be deemed to be confusingly similar to  any of the Company’s marks or trademarks. You shall comply with all  standards with respect to the Company’s marks and all uses of the marks  shall be consistent with Company standards.

Company  shall not be liable for any losses arising out of the delay or  interruption of its performance of obligations due to any acts of God,  acts of civil or military authorities, civil disturbances, wars,  pandemics, epidemics, strikes or other labor disputes, fires,  transportation contingencies, interruptions in telecommunications,  utility, Internet services or network provider services, acts or  omissions by a third party, infiltration or disruption of the Services  by a third party, or other catastrophes or occurrences that are beyond  Company’s reasonable control.

In the event  that any provision of the Terms shall, in whole or in part, be  determined to be invalid, unenforceable or void for any reason, such  determination shall affect only the portion of such provision determined  to be invalid, unenforceable or void, and shall not affect in any way  the remainder of such provision or any other provision of the Terms.  Company’s failure to act with respect to a breach by you or others does  not waive its right to act with respect to subsequent or similar  breaches. In the event of a conflict between the Acceptable Use  Guidelines and the applicable Service Agreement, the latter shall  govern. legal@1on1.world