terms

Welcome to NilusFit.com!

These terms and conditions outline the rules and regulations for the use of Famitek’s Website, located at https://www.nilusfit.com.

By accessing this website we assume you accept these terms and conditions. Do not continue to use NilusFit.com if you do not agree to all of the terms and conditions stated on this page including the model consent listed below.

The following terminology applies to these terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Services:

By sign up for a membership at Nilusfit.com you agree to the subscription nature of the service, meaning that a monthly payment equal to your initial payment will be automatically deducted from your account, every month until you can cancel your subscription. This subscription gives you access to the online classes that fall under that subscription level. Your subscription payments will recur on monthly basis unless you cancel your subscription from your “My Account” page under “Membership”. You can cancel the subscription at any time. There is no extra fees to cancel. Please contact us for any questions.

Cookies:

We employ the use of cookies. By accessing NilusFit.com, you agreed to use cookies in agreement with the Famitek’s Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

License

Unless otherwise stated, Famitek and/or its licensors own the intellectual property rights for all material on NilusFit.com. All intellectual property rights are reserved. You may access this from NilusFit.com for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Republish material from NilusFit.com
• Sell, rent or sub-license material from NilusFit.com
• Reproduce, duplicate or copy material from NilusFit.com
• Redistribute content from NilusFit.com

This Agreement shall begin on the date hereof.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Famitek does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Famitek,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Famitek shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Famitek reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
• The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
• The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Famitek a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

• Government agencies;
• Search engines;
• News organizations;
• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
• System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

• commonly-known consumer and/or business information sources;
• dot.com community sites;
• associations or other groups representing charities;
• online directory distributors;
• internet portals;
• accounting, law and consulting firms; and
• educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Famitek; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Famitek. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or
• By use of the uniform resource locator being linked to; or
• By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Famitek’s logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read Privacy Policy

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury;
• limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• limit any of our or your liabilities in any way that is not permitted under applicable law; or
• exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Acceptable Use Policy (AUP)

This Acceptable Use Policy (“AUP”) governs your use of the Services and is incorporated by reference into NilusFit’s terms and Agreements. NilusFit may modify this AUP at any time without notice.

You shall use the Services only for lawful purposes. Transmission, storage, or display of any information, data, or material in violation of applicable laws or regulations, including without limitation the State and Federal laws, is prohibited. NilusFit reserves the right to terminate the Services for any Customer that exposes NilusFit to legal liability or threatens its ability to provide services to other customers. You agree to indemnify and hold NilusFit harmless from any claims resulting from your use of the Services.

Quick Links

Prohibited Uses

You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law. Any content that, in our judgment, violates our terms of Service, including this AUP, in any manner may be removed from our servers (or otherwise disabled), with or without notice. Examples of prohibited content and activities can be found in this section.

Zero Tolerance Spam Policy

NilusFit maintains a zero tolerance policy for use of its network or services to send unsolicited bulk or commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 (“SPAM”). Please review this section to avoid action under our AUP.

Defamation and Objectionable Content

NilusFit respects that the Internet provides a forum for free and open discussion and dissemination of information. Accordingly, we generally do not screen, monitor or control customer content. However, if we are made aware of content that violates the law or this AUP, we will consider the matter and take appropriate action as determined in our sole discretion balancing the merits of the complaint with the right to freedom of expression.

Enforcement

NilusFit may terminate your Services with or without notice upon any violation of this AUP. This section describes how NilusFit may enforce this AUP.

Reporting AUP Violations

If you feel you have discovered a violation of our AUP, please review this section to learn about our reporting procedures.

1. Prohibited Uses:
   1. No Illegal or Harmful Use –You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law, including without limitation in connection with any of the following illegal, harmful or fraudulent activities:
      1. Disclosing private sensitive personal information about others;
      2. Distributing malware or other malicious code;

• Engaging in the unlawful distribution of controlled substances and drug contraband;

1. Engaging in the unlawful distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription;
2. Gambling;
3. Hosting child pornography or content that is potentially harmful to minors (Any website found to be hosting child pornography or linking to child pornography will be suspended immediately without notice and reported to law enforcement or the National Center for Missing and Exploited Children (NMEC);

• Hosting FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme, High-Yield Interest Programs (HYIP) or related sites;
• Hosting or linking to a website intended to deceive the public including, but not limited to sites listed at aa419.org & escrow-fraud.com;

1. Hosting or linking to an anonymous proxy server;
2. Infringing upon the Intellectual Property Rights of Others. This includes, but is not limited to, the unauthorized copying or distribution of movies, music, books, photographs, software/warez, or any other copyrighted work. If you believe that your intellectual property rights are being infringed upon, please notify NilusFit at [email protected];
3. Money laundering;

• Phishing or engaging in identity theft;
• Selling weapons or ammunition;

1. • No Unauthorized System Access or Network Abuse – You may not use the Services to gain access into any network or system without permission. Prohibited activities include:

• . Accessing another network without permission, to probe or scan for vulnerabilities or breach security or authentication measures;

1. Attacking other networks (i.e. Denial of Service (DoS) attacks);
2. Intercepting or monitoring data without permission;

• Running a file sharing site;

1. Running any software that interfaces with an IRC (Internet Relay Chat) network;
2. Using any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the NilusFit’s website or servers for any unauthorized purpose;

1. Don’t Hamper System Performance –Consuming excessive amount of server resources is prohibited. This leads to server performance issues and may cause a disruption to our systems or other customers. Use of any scripts or processes that may adversely impact our systems is prohibited.
2. No Adult Content –You may not use the Services to distribute pornography or other adult-related content or offer any escort services.
3. No Storage of Backups –Backing up personal data to a hosting account is prohibited. Our Services are designed to host your web site, not serve as a data repository. NilusFit reserves the right to remove backups from your hosting account.

2. Zero Tolerance Spam Policy
   • . You may not use the Services to send spam or bulk unsolicited messages. NilusFit maintains a zero tolerance policy for use of its network or services in any manner associated with the transmission, distribution or delivery of any bulk e-mail, including unsolicited bulk or unsolicited commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 (“SPAM”).

1. “Safe lists,” purchased lists, and selling of lists will be treated as SPAM. We may terminate the account of any User who sends out SPAM with or without notice.
2. Websites advertised via SPAM (i.e. Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to, SPAM sent via fax, phone, postal mail, email, instant messaging, or usenet/newsgroups. No organization or entity listed in the ROKSO may use our Services. Any User account which results in our IP space being blacklisted will be immediately suspended and/or terminated.
3. Please familiarize yourself with the CAN-SPAM Act. Information about the CAN-SPAM Act may be found by accessing the following link: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business

3. Defamation and Objectionable Content

NilusFit values the freedom of expression and encourages Users to be respectful with the content they post. As a webhost, NilusFit is not a publisher of User content and is generally not in a position to investigate the veracity of individual defamation claims or to determine whether certain material, which NilusFit may find objectionable, should be censored. Accordingly, NilusFit generally requires a court order from a court of competent jurisdiction, as determined by NilusFit in its sole discretion, to take down alleged defamatory or objectionable content. However, NilusFit reserves the right to disable or remove any content to prevent harm to others or to NilusFit, as determined in NilusFit’s sole discretion.

4. Enforcement

Vendor.

• . If there is a violation of this AUP by a User of a Vendor, NilusFit will suspend the account in question and notify the Vendor so that the Vendor can address the matter with the User. The occurrence of additional violations on a User account may result in the immediate suspensions or termination of your Vendor account.

1. Direct customers.
   • . Your Services may be terminated with or without notice upon any violation of this AUP.
2. If applicable, violations will be reported to the appropriate law enforcement agency.
3. A failure to respond to an email from our compliance team within forty-eight (48) hours, or as otherwise specified in the email, may result in the suspension or termination of your Services.
4. We reserve the right to enforce, or not enforce, this AUP in our sole discretion.

5. Reporting violations of this AUP.If you feel you have discovered a violation of our AUP please email us at [email protected]

Professional Service Agreement

This PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is an agreement between NilusFit (“Company”) and you (“Customer” or “you”) and applies to all professional services purchased by you (collectively, the “Services”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING THE SERVICES YOU AGREE TO BE BOUND BY THE terms OF THIS AGREEMENT AND ALL terms AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE PRIVACY POLICY, USER AGREEMENT AND OTHER POLICIES IN THIS DOCUMENT.

Company may in its sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the Company website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page, together with any options you may have to accept or reject such changes where required by law or as otherwise made available. If no effective date for the changes is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your Services.

TERM AND TERMINATION

1. Term. The initial term of the Services purchased by you will be for the time period set forth in the confirmation email sent to you when you order the Services (the “Initial Term”). Unless you cancel prior to the end of the Initial Term, the Services will automatically renew on a monthly basis (each a “Renewal Period”). You acknowledge, agree, and authorize us to automatically bill the applicable Fees (as defined below) and/or charge your credit card or other payment method on file up to four (4) days prior to the end of each Renewal Period, unless you terminate or cancel the Services prior to such charge. In the event that the Services you purchase include a minimum term as set forth in your confirmation email (the “Minimum Term”), upon completion of the Minimum Term, this agreement will automatically renew for subsequent Renewal Periods. The “Term” of this Agreement shall include the Initial Term or any applicable Minimum Term and all Renewal Periods, if any.
2. Termination. you may terminate or cancel the Services you purchased at any time during the Term from your account.

SCOPE OF SERVICES

1. Scope of Work. Company agrees to provide the Services in accordance with the Services descriptions available on the Company’s website and the scope outlined on the website. For Services that include live and on demand online coaching and meal plan examples, these services are provided as is and you must get your physician approval before using any of the content of this site. The meal plan examples are just examples of what some of the coaches on the site use and does not constitute a professional advise or recommendation.
2. Affiliate and Vendor platform. The site also provides a platform for affiliates and vendors the terms of which are mentioned below in their respective agreements.

CUSTOMER RESPONSIBILITIES

To the extent that the performance of any of Company’s obligations under this Agreement may depend upon your performance of your obligations, Company is not responsible for any delays due to your failure to perform your obligations in a timely manner.

ASSUMPTION OF RISK, WAIVER OF LIABILITY AND INDEMNIFICATION

All memberships and classes offered by NilusFit will involve sparring and physical contact with other individuals and/or heavy bags, which may result in personal injury. Other programs offered and other events also present a risk of personal injury to the participant (you). I understand and agree that there are risks of significant injury, however caused, to me and any of my Guests, including specifically minor Guests, in my or their use of or presence on NilusFit’s platform, whether within or outside its centers. I understand and agree that these risks of injury include, but are not limited to, slips, falls, trips, collisions, thefts, equipment failure or malfunction, or other such accidents or incidents that may result in injury, harm, loss or other damage, including but not limited to economic, property, emotional, mental, physical, bodily or any other type of damage, including but not limited to sprains, torn muscles or ligaments, broken bones, strokes, heart stress, heart attacks, paralysis, disfigurement, death, or other forms of pain or suffering. On my own behalf, and on behalf of each of my Guests, including specifically minor Guests, I fully understand, voluntarily accept, and specifically assume these risks of injury. I affirm that: (i) no physician has ever informed me that I have a heart condition or that I should only do physical activities recommended by a physician; (ii) I have never felt chest pain when engaging in physical activity; (iii) I have not experienced chest pain when not engaged in physical activity at any time within the past month; (iv) I have never lost my balance because of dizziness and have never lost consciousness; (v) I do not have a bone or joint problem that could be made worse by a change in physical activity; (vi) my physician is not currently prescribing drugs for blood pressure or heart condition; (vii) I do not have a history of high blood pressure, and no one in my immediate family has a history of high blood pressure or heart problems; and (viii) I do not know of any other reason why I should not exercise. On my own behalf, and on behalf of each my Guests, including specifically minor Guests, as well as my successors, representatives and assigns, I agree to release and discharge from all liability, and waive all claims, demands and actions against, NilusFit and its owners, operators, subsidiaries, affiliates, franchisors, employees, agents, independent contractors, vendors and volunteers (collectively “NilusFit”) for any and all injuries, harms, losses or other damages sustained by me or my Guests, including specifically minor Guests, in connection with my or their use of or presence on NilusFit’s platform or use of its facilities, equipment, services, programs or activities, whether within or outside its centers, resulting or arising from the negligent acts or omissions of NilusFit, or the negligent acts or omissions of me; any of my Guests; including specifically minor Guests; and any other members, guests, visitors or other persons on the platform. I agree to defend, indemnify and hold NilusFit harmless against any and all claims brought by anyone against NilusFit related to such injuries, harms, losses or damages.

LICENSE GRANT

Solely for purposes of providing the Services, you hereby grant to Company a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute, photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, intellectual property, or material (whether written, graphic, sound, or otherwise) you provide, including without limitation, your logos and trademarks (collectively, “Customer Content”); and (ii) make archival or back-up copies of the Customer Content and the Website. Except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with you.

WEBSITE

Copyright to Website. You acknowledge, understand and agree that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Website. Such products may include, but are not limited to, server-side applications, clip art, “back-end” applications, music, stock images, or other copyrighted work (collectively, “Third Party Assets”) which are required for Company to design and develop the Website. You further acknowledge and understand that any Third Party Assets used to design and develop the Website are owned by Company and/or its licensors and cannot be transferred to you, and are hereby expressly not transferred to you. As between Company and you, all Third Party Assets shall remain the property of Company and/or its licensors. You are prohibited from using any Third Party Assets on a stand-alone basis separate from the Website and from removing any metadata from any Third Party Assets. Third Party Assets that are owned or purchased by Company may also be used in the design and development of websites for other Company customers. Subject to the limitations set forth in this Section 5, upon payment of the Fees due to Company under this Agreement, you shall retain a worldwide right, title, and interest in and to the Website. Company and its licensors expressly retain the right to display graphics and other web design elements of the Website as examples of their work in their respective portfolios.

Prohibited Content. Company will not knowingly include any of the following in the Website or in Customer’s directory on Company’s web servers: (i) text, graphics, sound, or animations that might be viewed as obscene or illegal; (ii) links to other websites that might be viewed as obscene or related in any way to illegal activities; or (iii) destructive elements or destructive programming of any type, all as determined by Company in its sole discretion.

MARKETING SERVICES

1. Services. Depending on the Services you purchase, Company may provide one or more of the marketing services described below.
2. Managed Local Lift Services. Company may provide managed Local Lift services to help you manage your business listings across various search engines and social media platforms (“Managed Local Lift”) pursuant to the terms of your purchase. In connection with Company’s provision of the Managed Local Lift services, you are required to maintain a Local Lift account during the Term and you authorize Company to update directory listings for business name, address, phone number, hours of operation and other business-specific information required for the Managed Local Lift services. Once a directory listing is updated with the information from your Managed Local Lift profile, you authorize Company to take commercially reasonable measures to prevent the information in your listings from being overwritten by a third party during the Term. Please note that upon the termination or expiration of the Term, Company will no longer have access to update your business information and your directory information may be overwritten at any time.
3. SEO Services. In connection with Company’s provision of search engine optimization services (“SEO Services”), you authorize Company to build backlinks through article writing and social bookmarking to influence the ranking of the Website on certain search engines. SEO Services are intended to obtain preferential positioning for the Website in selected search engines.

iii. Pay Per Click Services. In connection with Company’s provision of pay per click services (“PPC Services”), you authorize Company to use relevant keywords and/or phrases for positioning the contents of the Website in Google’s ad network. PPC Services are intended to obtain preferential positioning for the Website on search engines and/or social media platforms.

1. Social Lift Services. In connection with Company’s provision of Social Lift services, you authorize Company to use relevant Customer Content and images for branding, social engagement, and/or driving traffic to the Website in Facebook and Twitter. Social Lift services are intended to create/build brand awareness, engage followers, and bring traffic to the Website via social networks.
2. Customer Acknowledgements. You understand, acknowledge and agree that:
3. Company has no control over the policies of search engines or directories with respect to the type of websites and/or content that they accept now or in the future. The Website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Company will resubmit those web pages that have been dropped from the index but cannot guarantee that they will be accepted by the search engine.
4. Some search engines and directories may take two (2) to four (4) months or longer after submission to list the Website. Certain search engines and directories may stop accepting submissions for an indefinite period of time. Certain search engines and directories may drop listings for no apparent or predictable reason. Often a listing will “reappear” without any additional submissions. Should the listing not reappear, Company will re-submit the Website based on the current policies of the search engine or directory. Certain search engines and directories may offer expedited listing services for a fee. You are responsible for all expedited service fees unless otherwise expressly stated and such fees will only be incurred with your prior approval.

iii. In the event that you have purchased both website design and marketing services from Company, the marketing services will not commence until the website design portion of the Services is completed with the Website launch.

1. Website Changes. Company is not responsible for any Website changes not made by Company that adversely affect the search engine or directory rankings of the Website.
2. Additional Marketing Services. Additional marketing services may be provided by Company for an additional cost, including for example, re-constructing meta-tags, keywords, and content.

FEES

Fees. The fees for the Services shall be presented to you at the time of your purchase (the “Fees”).

Automatic Renewals. By purchasing the Services, you agree to allow Company to place your account on a recurring payment plan. The account will automatically be re-billed according to the term length of the Services you select in your initial purchase. The Fees will automatically be re-billed up to fourteen (14) days prior to the payment date for each Renewal Term unless you cancel. You may cancel the Services you purchased at any time during the Term by giving Company notice by phone.

Refunds. Unless otherwise specifically stated in this Agreement, the Fees for the Services are nonrefundable. In the event that Company terminates this Agreement, you may receive a prorated refund of any prepaid Fees for the then current Term, provided that such termination is not a result of your breach of this Agreement or Company’s terms of service.

REPRESENTATIONS AND WARRANTIES

1. Company Representations and Warranties. Company represents and warrants that the Services will be provided consistent in all material respects with the applicable Services descriptions available on the Company’s website. Your sole and exclusive remedy, and Company’s sole obligation, for breach of the foregoing warranty shall be for Company, at its option, to re-perform the defective Services at no additional cost to you. The foregoing warranties shall not apply to performance issues or defects in the Services (a) caused by factors outside of Company’s reasonable control; (b) that resulted from any actions or inactions of Customer or any third parties; or (c) that resulted from Customer’s equipment or any third-party equipment not within Company’s sole control.
2. Disclaimer. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE terms OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
3. Customer Representations and Warranties. You represent and warrant that any Customer Content that you provide to Company for inclusion in the Website or use of the Services is owned by you, or you have permission from the rightful owner to use such intellectual property, and you will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from Company’s use of the Customer Content as set forth this Agreement. Also see assumption of risk above.

COMPLIANCE WITH LAWS

You agree that you are solely responsible for complying with all applicable laws, taxes, and tariffs in connection with your use of the Services and the Website, including without limitation those affecting Internet electronic commerce, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from your use of the Services or the Website.

LIMITATION OF LIABILITY

1. IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, INCLUDING FROM ANY INTERRUPTION OF SERVICES, EVEN IF COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE FEES YOU PAID TO COMPANY FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Dispute resolution

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association/American Health Lawyers Association Alternative Dispute Resolution Service under its Commercial Arbitration Rules/Healthcare Payor Provider Rules/Rules of Procedure for Arbitration by the American Health Lawyers Association. The number of arbitrators shall be three. The place of arbitration shall be Lombard, IL. Illinois law shall apply. Arbitration is binding. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

FORCE MAJEURE

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

RELATIONSHIP OF PARTIES

Company and Customer are independent contractors and nothing contained in this Agreement places Company and Customer in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

ASSIGNMENT

You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign this Agreement and Company’s rights and obligations hereunder, and Company may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

WAIVER

No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition of this Agreement.

MODIFICATION OF SERVICES

Company reserves the right to modify, change, or discontinue any aspect of the Services at any time, provided that you will be notified in advance of any material change and given the opportunity to cancel without penalty in the event you do not agree to such change.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

ENTIRE AGREEMENT

This Agreement, including documents incorporated herein by reference, constitutes the entire understanding of the parties in connection with the Services, and revokes and supersedes all prior agreements between the parties with respect to the matters covered hereby.