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Livly Fitness - Terms of Service and Usage Guidelines

PLEASE READ THIS DOCUMENT CAREFULLY. Livly Virtual Fitness is an online fitness service provided by Livly, Inc. doing business as Circuit Living (“Livly,” ”Circuit Living,” “we,” or “us”) with related mobile applications and desktop applications and websites(collectively, the “Livly Service,” “Livly Fitness Service”, “Livly Virtual Fitness Service” or “Service”). By executing any Circuit Living Virtual Service Agreement or by using the Livly Service in any way, you accept these Terms of Service (“Agreement” or “Terms of Service”), as well as any terms found within the Circuit living Virtual Services Agreement, which terms are expressly incorporated herein, and which forms a binding agreement between you and Livly. You should also read and understand the Livly Privacy Policy, which is incorporated by reference into this Agreement and is available on the Livly Site. 

Please contact us with any questions regarding thisAgreement. 

Your Acceptance of These Terms of Service 

Prior to using the Livly Fitness Service, it is important for you to know and understand that by visiting the Site and/or using the Service, you are agreeing to accept certain liability limitations and legal and health disclaimers, which we further explain throughout this Agreement. In other words, your use of the Livly Service is at your own risk, and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Service or your use of the Service. IF YOU DO NOT ACCEPT ANDAGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING OUR PRIVACYPOLICY, LIMITATIONS OF LIABILITY, USAGE GUIDELINES, WARRANTY DISCLAIMERSAND GENERAL HEALTH AND LEGAL DISCLAIMERS, DO NOT USE THE SITE OR THE LIVLYSERVICE.

When using the Livly Service, you will be subject to Livly’s UsageGuidelines and additional guidelines or rules that are posted on the LivlyService, made available to you, or disclosed to you in connection with specificservices and features. All such terms and Usage Guidelines are incorporatedinto these Terms of Service by reference. By using the Service, you consent toreceiving this Agreement in electronic form. To withdraw this consent, you mustcease using the Service and terminate your account. 

These Terms of Service May Change 

We reserve the right to update or modify these Terms ofService at any time, without prior notice. Your continued use of the Servicesafter we have revised Terms of Service constitutes your agreement tobe bound by the revised Terms of Service.

Your Acceptance of Our Privacy Policy 

By agreeing to these Terms of Service, you agree to theterms of our Privacy Policy, which is expressly incorporated herein. Beforeusing the Service, please carefully review our Privacy Policy. All personalinformation provided to us through the Service and in connection with the LivlyService will be handled in accordance with our Privacy Policy.

Age Requirements for Use of the Service 

By accessing and using the Service, you acknowledge andagree that you are representing to us that you are over the age of 18 and youare of legal age to form a legally binding contract, and you are not a personbarred from purchasing or receiving products and services, under the laws ofthe United States or other applicable jurisdiction. Registration, subscription,access to and use of the Service is not available to users underthe age of 18 and are void where prohibited by applicable law. 

Children 

Due to the nature of the Internet, we cannot prohibit minorsfrom using the Service. However, the service is not directedtoward children under the age of 13 and we do not knowingly collect informationfrom children under the age of 13 through the Service. (See ourPrivacy Policy for additional information about Children’s Online PrivacyProtection Policy.) 

HEALTH WARNING AND LIABILITY DISCLAIMER 

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CAREPROFESSIONAL BEFORE STARTING THIS OR ANY OTHER EXERCISE OR NUTRITION PROGRAM TODETERMINE IF IT IS RIGHT FOR YOUR NEEDS. THIS IS PARTICULARLY TRUE IF YOU (ORYOUR FAMILY) HAVE: (A) A HISTORY OF HIGH BLOOD PRESSURE OR HEARTDISEASE, (B) IF YOU HAVE EVER EXPERIENCED CHEST PAIN OR OTHERDISCOMFORT WHEN EXERCISING, OR (C) IF YOU SMOKE, HAVE HIGHCHOLESTEROL, OR HAVE A BONE OR JOINT PROBLEM THAT COULD BE MADE WORSE BY ACHANGE IN PHYSICAL ACTIVITY. DO NOT USE THE LIVLY SERVICE IF YOURPHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCEFAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING,YOU SHOULD STOP IMMEDIATELY. 

THE LIVLY SERVICE OFFERS HEALTH AND FITNESSINFORMATION AND IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED ORPOSTED ON THE LIVLY SITE OR AVAILABLE THROUGH THE LIVLYSERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OFMEDICAL, PROFESSIONAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THEPRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY,PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT,INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANYINFORMATION ON THE LIVLY SERVICE AS A SUBSTITUTE FOR, NOR DOES ITREPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANYCONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIANOR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAYOBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONALBECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SERVICE. THE USE OF ANYINFORMATION PROVIDED ON THE SERVICE IS SOLELY AT YOUR OWN RISK. 

IF YOU ARE IN THE UNITED STATES AND THINK YOU ARE HAVING AMEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 911,IMMEDIATELY. 

THE LIVLY SITE IS CONTINUALLY UNDER DEVELOPMENTAND LIVLY MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TOITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD,DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT GENERAL HEALTH, FITNESS AND ADVICE.NO ASSURANCE CAN BE GIVEN THAT THE INFORMATION CONTAINED ON THE LIVLY SITEWILL ALWAYS INCLUDE THE MOST RECENT DEVELOPMENTS WITH RESPECT TO THE PARTICULARMATERIAL. LIVLY SHALL NOT BE LIABLE FOR ANY LIABILITY, OF ANY KIND,RESULTING FROM THE USE OF THE LIVLY SERVICE. 

HIPPA

Livly is not a provider of healthcare services and does notprovide services that would make it subject to the Health Insurance Portabilityand Accountability Act (“HIPAA”). You agree and acknowledge that you will notprovide, or allow any other individual to provide, health-related informationto Livly that would be subject to HIPAA.

Usage Guidelines

In addition to our Terms of Service, Livly provides thefollowing Usage Guidelines for our community. These guidelines apply to allUser Generated Content and activity on our Services. Livly reserves the rightto update these guidelines at any time. Any unauthorized content you share on LivlyServices may be subject to a takedown by the rights holder(s) to remove theinfringing content from Livly Services, and is a violation of our Terms ofService and Community Guidelines. Multiple violations of our policies may leadto a permanent suspension of your ability to share User Generated Content.

Content you submit on Livly Services that contain, but arenot limited to, any of the below are prohibited:

-Actions that violate applicable local, national andinternational laws, or content that promotes or encourages illegal actions;

-Comments that are hateful or that harass others

-Nudity, sexually explicit, and sexually suggestive content;

-Violence;

-Promoting or encouraging discrimination, harassment orviolence;

-Threats of physical harm to oneself or others;

-Sharing of personal information about a third-party withoutpermission;

-Unapproved advertising of third-party products or services;

-Spam, phishing or other malicious conduct; and

-Content that Livly determines to be vulgar, disparaging,misleading or inappropriate in Livly’s sole discretion.

Livly reserves the right to suspend or terminate any accountor remove any User Generated Content submitted by you at any time and for anyreason without notice. By using the Livly Service, you agree to abide by theCommunity Guidelines.

Removal of Content 

In general. You can request removal of contentyou find objectionable by e-mailing us or by sending a letter to us. While wedo not have any obligation to remove content from the Service merely because ofa removal request, we will review all such requests and will remove contentthat we determine should be removed, in our sole discretion and in accordancewith our Terms of Service and applicable law. Please be aware,however, that if the content has already been distributed to other Web sites orpublished in other media, we will not be able to recapture and delete it. Also,a back-up or residual copy of the content we remove from the Service may remainon back-up servers.

Violation of copyrights. Livly does notknowingly violate or permit others to violate the copyrights of others. We willpromptly remove or disable access to material that we know is infringing or ifwe become aware of circumstances from which infringing activity is apparent. Ifyou are requesting removal of Content because of a violation of yourcopyrights, please note that the Digital Millennium Copyright Act of 1998 (the“DMCA”) provides recourse for copyright owners who believe that materialappearing on the Internet infringes their rights under U.S. copyright law. Ifyou believe that your own work, or the work of a third party for whom you areauthorized to act, is featured on the Service or has been otherwise copied andmade available on the Service in a manner that constitute copyrightinfringement, please notify us immediately. Your notice must be in writing andmust include:

• an     electronic or physical signature of the copyright owner or of the person     authorized to act on behalf of the owner of the     copyright interest; 
• a     description of the copyrighted work that you claim has     been infringed; 
• a     description of where the material that you claim is infringing is located     on the Service (including the URL, title and/or item number if applicable,     or other identifying characteristics);
• your     name, address, telephone number, and e-mail address, and, if you are not     the owner of the copyright, the name of the owner;
• a     written statement by you that you have a good-faith belief that the     disputed use is not authorized by the copyright owner, its agent, or the     law; and 
• a     statement by you, made under penalty of perjury, that the above     information in your notice is accurate and that you are the copyright     owner or authorized to act on the copyright owner’s behalf. 

Generally, the information we collect using these Webtechnologies does not identify you personally. If, however, you have created aprofile on the Service, we may link the information we collect using these Webtechnologies to other information that identifies you personally.

Any notification by a copyright owner or a personauthorized to act on its behalf that fails to comply with requirements of theDMCA shall not be considered sufficient notice and shall not be deemed toconfer upon us actual knowledge of facts or circumstances from which infringingmaterial or acts are evident.

Trademarks 

The Livly names and logos, all product and servicenames, all page headers, all custom graphics, all button icons, and alltrademarks, service marks and logos appearing on the Service, unless otherwisenoted, are trademarks (whether registered or not), service marks and/or tradedress of Livly (the “Livly Marks”). All other trademarks,product names, company names, logos, service marks and/or trade dressmentioned, displayed, cited or otherwise indicated on the Service arethe property of their respective owners. You are not authorized to display oruse the Livly Marks in any manner without our prior writtenpermission. You are not authorized to display or use trademarks, product names,company names, logos, service marks and/or trade dress of other owners featuredon the Service without the prior written permission of such owners. The use ormisuse of the Livly Marks or other trademarks, product names, companynames, logos, service marks and/or trade dress or any other materials containedherein, except as permitted herein, is expressly prohibited. Inparticular, you may not use any trademark displayed on the Service as a“hot” link without the prior written approval of the trademark owner.

Your Obligations 

In consideration of your use of the Services, you agree toprovide true accurate, current and complete information aboutyourself and to update that information as necessary. Any account youcreate is personal to you and may not be used by anyone else. You areresponsible for maintaining the confidentiality of your password and usernameand are fully responsible for all activities that occur under your password orusername by you or by anyone else using your username andpassword, whether or not authorized by you. You agree to change yourpassword immediately if you believe your password may have been compromised orused without authorization. You also agree to immediately inform us of anyapparent breaches of security such as loss, theft or unauthorized disclosure oruse of your username or password in writing. Until we are so notified you willremain liable for any unauthorized use of your account. You agree to use theService in a manner consistent with any and all applicable rules andregulations. You agree not to upload or transmit through the Service anycomputer viruses, Trojan horses, worms or anything elsedesigned to interfere with, interrupt or disrupt the normal operatingprocedures of a computer. Any unauthorized modification, tampering or change ofany information, or any interference with the availability of or access to theService is strictly prohibited. We reserve all rights and remedies available tous.

User Generated Content

Livly may allow you to distribute streaming live andpre-recorded audio-visual fitness content (“User Generated Content”) to bedistributed to other users of the Livly Service. If you choose to upload UserGenerated Content, you must not upload any content that does not comply withthis or any Agreement, the User Guidelines, or applicable law. You are solelyresponsible for the User Generated Content, and you represent and warrant thatany User Generated Content does not infringe upon any intellectual property rightsof any third-party (including, without limitation, privacy rights, publicityrights, copyrights, trademark, and public performance rights), nor anyproprietary rights of any third-party. You further represent and warrant thatany User Generated Content you submit does not contain any viruses, spyware, orother harmful or malicious code. You agree that any User Generated Contentprovided by you in connection with the Site or related applications is providedon a non-proprietary and non-confidential basis. You may remove your UserGenerated Content from the Livly Service at any time by submitting a removalrequest in writing. You must remove your User Generated Content if you nolonger have the rights required by this Terms of Service. Livly reserves theright to remove any User Generated Content at any time for any reason with orwithout notice. Livly does not guarantee that any unauthorized copying, use ordistribution of User Generated Content by third parties will not take place. Tothe furthest extent permitted by applicable law, you hereby agree that Livlywill not be liable or any unauthorized copying, use or distribution of UserGenerated Content by third parties, and you release and forever waive anyclaims that you may have against Livly for any such unauthorized copying orusage of the User Generated Content. Livly is not liable for any statements orrepresentations included in any User Generated Content. Livly does not endorseany User Generated Content, or any opinions, recommendations, advice (includingbut not limited to medical advice), expressed in any User Generated Content. Livlydisclaims any and all liability in connection with User Generated Content.

You retain ownership rights to your User Generated Content.However, if you submit, transmit, display, perform, post or store UserGenerated Content using the Livly Service, we do require you to grant certainrights to Livly and other users of the Livly Service, as described below. Youalso consent to the monitoring or recording of any livestream content forquality purposes. By submitting User Generated Content, you grant to Livly aworldwide, non-exclusive, royalty-free, sublicensable and transferable licenseto use that User Generated Content in connection with the Livly Service and Livly’s(and its successors’ and affiliates’) business, including for the purpose ofpromoting and redistributing part or all of the Livly Service. By submittingUser Generated Content, you acknowledge and agree that Livly shall be entitledto use or disclose such User Generated Content for any purpose, in any waywithout providing compensation or credit to you. In addition, to the extentthat any User Generated Content contains your or any other person’s likeness orvoice, you must comply with any applicable legislative requirements and herebygrant and will cause such other person to grant to Livly a license to use suchlikeness or voice in any media.

You also grant each end user of the Livly Service aworldwide, non-exclusive, royalty-free license to access your User GeneratedContent through the Livly Service, and to use that User Generated Content onlyas enabled by a feature of the Service. The license granted to other users doesnot grant any rights or permissions for a user to make use of your UserGenerated Content independent of the Livly Service. The licenses granted by youcontinue for a commercially reasonable period of time after you remove ordelete your User Generated Content from the Livly Service. You understand andagree, however, that Livly may retain, but not display, distribute or performserver copies of your videos that have been removed or deleted. You agree todefend, indemnify and hold harmless Livly, its affiliates and their respectivedirectors, officers, employees, and agents from any losses, liabilities,claims, expenses (including reasonable attorney’s fees) as a result of yourUser Generated Content violating any third-party right.

Links to Other Sites 

The Service may provide links to other Web sites operated bythird parties. Because we have no control over third-party Web sites, we arenot responsible for the availability of those Web sites and do not endorse andare not responsible or liable for any content, advertising, services, products,or other materials on or available from such Web sites. Livly shallnot be responsible or liable, directly or indirectly, for any damageor loss caused or alleged to be caused by or in connection with the use of or relianceon any content, advertising, services, products, or other materials on oravailable from such Web sites. This Policy does not apply to your use ofthird-party Web sites; your use of such Web sites is subject to the terms andpolicies of the owner of such Web sites.

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