Terms of Use

Website Terms of Use

Effective Date: March 2019

The terms "GYMGUYZ," "we," "us" and "our" refer to GYMGUYZ, LLC and its parents or affiliates. Use of www.gymguyz.com, www.gymguyzfranchise.com and any other websites owned or operated by GYMGUYZ that direct you to this document or any other applications, including the GYMGUYZ mobile application, (individually and collectively referred to as the “Site”) are subject to the following terms and conditions ("Terms of Use") that you affirmatively accept by using the Site. Please read these Terms of Use carefully and ensure that you understand them before you begin use. If you do not agree to the Terms of Use, you should not use the Site.

THESE TERMS EXEMPT GYMGUYZ AND OTHERS FROM LIABILITY OR LIMIT THEIR LIABILITY AND CONTAIN OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ.

GYMGUYZ MAY UPDATE THESE TERMS OF USE AT ANY TIME, IN ITS SOLE DISCRETION. EACH TIME YOU USE THE SITE, THESE TERMS, AS THEY THEN READ, WILL GOVERN YOUR USE. IN THE EVENT OF AN UPDATE, YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF ANY CHANGES, SIGNALS YOUR UNDERSTANDING OF, AND AGREEMENT TO, SUCH CHANGES.

Ability to Accept Terms of Use.

The Site is intended for use only by individuals who are at least 13 years old and by using the Site you represent that you are at least 13 years old. If you are consenting to these Terms of Use on behalf of a legal entity, you represent and warrant that you have the authority to consent to these Terms of Use on behalf of the entity.

Scope

These Terms of Use are intended to supplement and not to replace existing agreements between clients and GYMGUYZ regarding services offered or purchased.

Use of the Site is done at user discretion and at their own risk. GYMGUYZ is not responsible for any harm that may result or arise out of use of the Site.

Users of the Site represent that they are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist supporting country and that they are not listed on any U.S. Government list of prohibited or restricted parties.

Accuracy, Completeness and Timeliness of Information

Although GYMGUYZ makes reasonable efforts to ensure that all information included on the Site is correct, accuracy cannot be guaranteed and GYMGUYZ does not assume any responsibility or obligation for the accuracy, completeness, timeliness, or authenticity of information on the Site. Information obtained via the Site should not be relied upon or
used as the sole basis for making significant decisions without consulting primary or more accurate, complete or timely sources of information.

Use of the Site

The content included on the Site, such as text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code, software, any intellectual property, and the selection and arrangement of any of these, are the exclusive property of GYMGUYZ, its affiliates, its licensors and/or its content providers and is protected by copyright,
registered trademark, and other applicable laws.

Materials on the Site or obtained through the Site may not be used as part of any service or product offerings to third parties. Improper use of information and improper use of any hardware or software with the intent to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site, is strictly prohibited. Users may not interrupt or attempt to interrupt the operation of the Site in any way and GYMGUYZ reserves the right, in its sole discretion, to terminate access to or use of the Site at any time without notice. Termination of access or use of the Site will not waive or affect any right or relief to which GYMGUYZ may be entitled at law or in equity.

Users may not provide false e-mail addresses, impersonate any person or entity, or otherwise provide misleading information in connection with their use of the Site. All remarks, suggestions, ideas, graphics, or other information communicated to GYMGUYZ through or in relation to the Site (other than personally identifiable information or trademarked or confidential information of the providing party) will forever be the property of GYMGUYZ. GYMGUYZ will be entitled to use such submissions for commercial or other purpose without compensation, credits or notice to the submitter or to any other person. GYMGUYZ will not incur any liability as a result of any similarities that may appear in its future business operations, services or products. By submitting unsolicited submissions to GYMGUYZ the submitter waives the right to make any claim against GYMGUYZ relating to the submission.

Any use of information obtained from the Site will be consistent with the GYMGUYZ Privacy Policy located on the Site and the terms of any other agreements between the user and GYMGUYZ. Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities.

GYMGUYZ may from time to time develop patches or fixes or may find it necessary to install updates, upgrades and other modifications to the Site. These may from time to time be automatically installed without providing any additional notice or receiving any additional consent and users consent to this automatic update. If a user fails to install any software updates or other required item, use of the Site may be compromised.

Links

The Site may contain links to other websites/applications which are provided only as a convenience and as an additional avenue of access to the information contained therein.

GYMGUYZ has not necessarily reviewed all of the information on the other websites/applications and is not responsible for the content of any other websites/applications, or information, material, products or services that may be offered through any of these other websites/applications. Inclusion of links to other websites/applications should not be viewed as an affiliation with the owner of the linked site nor as an endorsement of the content on the linked site and different terms and conditions apply to the use of any linked websites/applications. GYMGUYZ is not responsible for any losses, damages, or other liabilities incurred as the result of the use of any other websites/applications referenced on the Site.

Intellectual Property

GYMGUYZ’s intellectual property, including trademarks, logos, and service marks as displayed on the Site are registered and unregistered trademarks of GYMGUYZ, its affiliates, its licensors, its content providers, and other third parties. All such trademarks, logos, and service marks are the property of their respective owners. Nothing on the Site
shall be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Site without the owner's prior written permission, except as otherwise described herein. The receipt of information and/or material included on the Site, is conditioned on the user’s prohibition from
modifying or deleting any copyright, registered trademark or other proprietary notice that appears on the information. Any other use of information and/or material contained on the Site, including, but not limited to, the modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, or software obtained from the Site, is expressly prohibited. GYMGUYZ, its affiliates, its licensors and/or its content providers retain full and complete title to the information and material provided on the Site, including all associated intellectual property rights. GYMGUYZ neither warrants nor represents that use of information and/or material from the Site will not infringe rights of third parties not affiliated with GYMGUYZ. GYMGUYZ reserves all rights not expressly granted in and to the Site.

GYMGUYZ respects the intellectual property rights of others and may remove content that it believes may infringe the intellectual property rights of others. If you believe that the Site has infringed your intellectual property rights, please notify GYMGUYZ and provide the following information:

  • • An identification of the intellectual property claimed to have been infringed, including copies of registration certificates, if available.
  • • A detailed description of the material that you claim is infringing, so that GYMGUYZ may locate it.
  • • Your address, telephone number, and email address.
  • • A statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property rights owner, its agent, or the law.
  • • A statement, made under penalty of perjury, by you that the above information is accurate and that you are authorized to act on behalf of the owner of the intellectual property rights involved.

Please send the foregoing to the following address:

GYMGUYZ, LLC
1 Dupont St., Suite 108
Plainview, NY 11803
info@gymguyz.com

DISCLAIMERS

USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN"AS IS" AND "AS AVAILABLE" BASIS. GYMGUYZ RESERVES THE RIGHT TO RESTRICT OR TERMINATE ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. GYMGUYZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE, TIMELY, OR AUTHENTIC. USERS ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GYMGUYZ OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. ANY WARRANTY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW IS LIMITED IN DURATION TO 30 DAYS FROM THE EVENT GIVING
RISE TO THE WARRANTY.

LIMITATION OF LIABILITY

SITE USERS HEREBY ACKNOWLEDGE THAT ANY INFORMATION SENT OR RECEIVED MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OBTAINED BY UNAUTHORIZED PARTIES. IT IS UNDERSTOOD AND ACKNOWLEDGED THAT FULL RESPONSIBILITY FOR USE OF THE SITE IS AT THE USER’S SOLE RISK AND DISCRETION.

GYMGUYZ, ITS AFFILIATES, FRANCHISEES, LICENSEES OR BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF GYMGUYZ OR ANY OF ITS AFFILIATES, FRANCHISEES OR BUSINESS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND REGARDLESS OF THE EXISTENCE OF NEGLIGENCE, UNLESS OTHERWISE STATED HEREIN. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY LOSS OF PROFITS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OF USE OF ANY RECORD OR DATA, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

USERS OF THE SITE SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GYMGUYZ, ITS AFFILIATES, FRANCHISEES, LICENSEES AND ITS BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE OR OBJECTIONABLE CONDUCT OF ANY USER. THE MAXIMUM AMOUNT OF DIRECT DAMAGES RECOVERABLE FOR ALL EVENTS, ACTS OR OMISSIONS HEREUNDER OR OTHERWISE, EXCLUDING EVENTS
INVOLVING A PARTY’S FRAUD OR WILLFUL MISCONDUCT, SHALL NOT EXCEED THE TOTAL CASH AMOUNT PAYABLE BY THE USER TO GYMGUYZ FOR SERVICES PROVIDED BY GYMGUYZ (IF THE USER IS A CLIENT). IN NO EVENT WILL THE MEASURE OF DAMAGES INCLUDE, NOR WILL A PARTY BE LIABLE FOR, ANY AMOUNTS FOR LOSS OF INCOME, PROFIT OR SAVINGS, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY PARTY, INCLUDING CLAIMS OR DAMAGES OF THIRD PARTIES, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

USERS OF THE SITE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR SHORTENING OF THE STATUTE OF LIMITATIONS PERIOD, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law. Nothing herein precludes a party from seeking specific enforcement, injunctive relief or other equitable
remedy.

Third Party Products

Any software, services, goods or other products or technology that are provided by a third party, or that are provided by GYMGUYZ but are: (i) identified by GYMGUYZ with a brand name or logo that is not an GYMGUYZ brand name or logo, or (ii) provided subject to a user’s agreement to the third party’s legal terms and conditions (“Third Party Products”) are subject to the terms of the license and other agreement terms of the third party. Specifically, but without limitation, the operating system, virtualization and other general systems software may be a Third Party Product subject to separate licensing terms, conditions and restrictions of the third party providers. Users may be required to accept the end user license and other terms of the third party providers as a condition to use of Third Party Products.

Indemnification

Users of the Site agree to indemnify, defend and hold harmless GYMGUYZ and its officers, directors, employees, agents, franchisees, licenses, licensors, and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from their use of the Site
or any products or services offered or accepted through the Site and any violation of these Terms of Use. If technical disruption of the Site or the systems supporting it occurs due to a user’s action or inaction, the user agrees to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption. GYMGUYZ reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification and, in such case, users agree to cooperate with GYMGUYZ in defense of such matter.

Confidentiality

The privacy of all users must be protected at all times. GYMGUYZ will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Site. Upon request, GYMGUYZ will provide a description of its security measures for the Site. Users are responsible for deciding if GYMGUYZ’s security measures meet the user’s requirements in light of the business goals and any laws or regulations applicable to the user’s business. Users agree that GYMGUYZ is not responsible for any harm as a result of a security incident arising from use of the Site unless the incident resulted from GYMGUYZ’s failure to properly implement and maintain its security measures.

Jurisdiction

The Site is controlled by GYMGUYZ from its offices located within the United States of America and has been designed to comply with the laws of the United States. Questions regarding the enforceability and scope of the arbitration provision contained herein will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act. Otherwise, the laws of the State of New York govern these Terms of Use and use of the Site. If the Site is accessed from a location outside of the United States, it is done at the user’s sole risk and discretion with the understanding that laws applicable in a foreign location may not be applicable to the Site.

Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be submitted to binding arbitration and decided on an individual basis, and not on a class-wide or multiple plaintiff basis or in an action where any party hereto acts in a representative capacity, unless prohibited by law. Any such arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is expressly acknowledged,
understood and agreed that: arbitration is final and binding; the parties are waiving their right to seek legal remedies in court including the right to a trial by jury; prearbitration discovery generally is more limited than and different from that available in court proceedings; the arbitrator’s award is not required to include factual findings or legal reasoning; and any party’s right to appeal or vacate, or seek modification of, the arbitration award, is strictly limited by law. The arbitration will be before a single arbitrator. The place of arbitration will be Plainview, New York, United States of America. It is understood, acknowledged and agreed that in any such arbitration, each party will be solely responsible for payment of his/her/its own counsel fees. The parties will each pay their required share of the costs of arbitration.

Notwithstanding the foregoing, either party may seek injunctive relief from an appropriate state or federal court located in New York prior to or during the arbitration, may file suit in a court of law to address intellectual

Entire Agreement

These Terms of Use along with the agreements referenced herein between users and GYMGUYZ regarding product purchase and licensing (which are incorporated hereunder by reference), constitute the entire Agreement and supersedes all prior agreements, negotiations, representations and proposals, written and oral, relating thereto.

Severability

If any provision of these Terms of Use is unlawful, void or unenforceable, the remaining provisions shall remain in full force. In the event any provision is found by an arbitrator or court of competent jurisdiction to exceed the limits permitted by any applicable law or to be invalid as written, it may be reformed to the extent necessary to make it reasonable and enforceable.

No Assignment

Users and the persons he/she represents may not assign these Terms of Use or the rights and obligations hereunder without the express prior written consent of GYMGUYZ, which may be withheld in GYMGUYZ’s discretion. GYMGUYZ may assign these Terms of Use and its rights and obligations hereunder without user consent.

How to Contact Us

Questions or comments about these Terms of Use or the Site may be directed to: info@GYMGUYZ.com.