Terms of Service
Effective February 1, 2019
Welcome to Youfit.com! Youfit Health Clubs, LLC ("Youfit" or "Company") recommends that you read the following terms and conditions carefully. By accessing or using the Youfit.com website, including any software or mobile applications made available by Youfit (together, the "Website"), however accessed or used, you agree to be bound by these terms (the "Terms of Service" or the "Agreement"). This Agreement constitutes a legally binding agreement between Youfit and you concerning your use of the Website. We encourage you to print the Agreement or save it to your computer for reference.
These terms contain an arbitration provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 17 (Dispute Resolution) for full details.
2. MEMBERSHIP AGREEMENT GOVERNS
This Agreement applies to your use of the Website only. If you enter or have already entered into any separate agreement with Youfit (for example, any club membership agreement, any childcare agreement, any coaching, training, nutrition, or corporate wellness agreement, any contest or promotion governed by specific rules, payment authorization form, or any waiver or consent form, regardless of whether or not such separate agreements were initiated or executed through the Website) (each, a “Membership Agreement”), the terms of which are deemed to conflict with these Terms of Service, then the terms of the Membership Agreement shall govern.
4. NO MEDICAL ADVICE
*You understand and agree that nothing on the Website or information provided through the Website is intended as or should be construed as medical advice. *Youfit is not a medical organization and cannot give you medical advice or any diagnosis. You are urged and advised to seek the advice of a physician before beginning any exercise or nutrition regimen.
By accessing and/or using the Website, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law. If you are using the Website on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
Any payment made subject to a Membership Agreement shall be governed by the terms of said Membership Agreement, regardless of whether or not the payment was initiated through the Website.
For all merchandise purchases not governed by a Membership Agreement (e.g., purchase of branded apparel through the Website), you may cancel your order or request a refund by calling customer service at 800.422.6222 or emailing email@example.com. All refund requests must be within thirty (30) days of the date your credit or debit card was charged. You agree to comply with all instructions provided by our customer service agents related to your refund and return of any product. Youfit cannot refund return shipping costs if any exist, and you agree to be responsible for the same. It can take up to four to seven (4-7) business days for the refund to be credited back to your payment card.
For all service purchases (such as Personal Training packages and Countdown to Change) not governed by a Membership Agreement, due to the nature of these services, ALL SALES ARE FINAL AND NO REFUNDS WILL BE PROVIDED.
Subject to your compliance with these Terms of Service, Youfit grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access and use the Website. No part of the Website may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Youfit. All rights not expressly granted in this Agreement are reserved by Youfit. Without limitation, this Agreement grants you no rights to the intellectual property of Youfit or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Youfit, you have breached any provision of this Agreement.
9. NO RELIANCE ON THIRD PARTY CONTENT
Opinions, advice, statements, or other information made available through the Website by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. Youfit does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Website; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Website. Under no circumstances will Youfit be responsible for any loss or damage resulting from your reliance on information or other content posted through the Website transmitted to or by any third party.
10. ASSUMPTION OF RISK; RELEASE
You knowingly and freely assume all risk when using the Website. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Youfit and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Website.
11. USER ACCOUNT, ACCURACY, AND SECURITY
You may be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Website. You agree to notify Youfit immediately of any unauthorized use of your Account. Youfit shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Youfit, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your Account.
12. THIRD-PARTY WEBSITES
The Website may be linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with Youfit and some of whom may not. Youfit does not have control over the content and performance of Third-Party Websites. Youfit has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third-Party Websites. Accordingly, Youfit does not represent, warrant, or endorse any Third-Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Websites. Youfit disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
13. PROHIBITED CONDUCT
Youfit imposes certain restrictions on your use of the Website. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited: (a) providing false, misleading, or inaccurate information to Youfit or any other person in connection with the Website; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) modifying or changing the placement and location of any advertisement posted through the Website; (d) harvesting or otherwise collecting information about users, including email addresses and phone numbers; (e) without express written permission from Youfit, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on Third-Party Websites; (f) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (g) attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breaching security or authentication measures without proper authorization; (h) interfering or attempt to interfere with the use of the Website by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (i) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (j) while using the Website, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising; (k) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Website, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Website to determine and/or audit advertising revenues and payments, if applicable; (l) creating additional accounts to promote your (or another's) business, or causing others to do so; or (m) paying anyone for interactions on the Website.
14. INTELLECTUAL PROPERTY
You represent and warrant that, when using the Website, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Website is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
Youfit and the Youfit logo (collectively, the "Company Marks") are trademarks or registered trademarks of Youfit. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Website may be the trademarks of third parties. Neither your use of the Website nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Website will inure to the benefit of Youfit, and you agree to assign, and do assign, all such goodwill to Youfit. You shall not at any time, nor shall you assist others to, challenge Youfit’s right, title, or interest in, or the validity of, the Company Marks.
All content and other materials available through the Website, including without limitation the Youfit logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Youfit or are the property of Youfit’s licensors and suppliers. Except as explicitly provided, neither your use of the Website nor this Agreement grant you any right, title, or interest in any such materials.
15. DISCLAIMERS, LIMITATION OF LIABILITY
Youfit, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Website, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Youfit nor its licensors or suppliers warrants that the Website will meet your requirements, or that the operation of the Website will be uninterrupted or error-free. Youfit disclaims all implied liability for damages arising out of the furnishing of the Website pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Website, whether caused by acts of commission or omission, or any other damage occurring. Youfit shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Youfit, Company Parties, or Youfit users, or their agents or representatives.
Your Responsibility for Loss or Damage; Backup of Data.
You agree that your use of the Website is at your sole risk. You will not hold Youfit or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Website, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Website may contain bugs, errors, problems, or other limitations.
Limitation of Liability
In no event shall Youfit or its licensors or suppliers be liable to you for any claims arising from your use with the Website, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Youfit or its licensors and suppliers arising out of or in connection with your use of the Website. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Youfit and you. The Website would not be provided without such limitations.
Application of Disclaimers
The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Youfit or between you and any of Youfit’s licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Youfit’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Website or otherwise shall alter any of the disclaimers or limitations stated in this section.
Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Youfit and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Youfit, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Youfit, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Website or products purchased thereon; (iv) your provision to Youfit or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (v) your violations of Section 13 regarding prohibited uses of the Website and other prohibited conduct; or (vii) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
17. DISPUTE RESOLUTION
You agree that any dispute, controversy, or claim arising out of or relating in any way to this Agreement, including without limitation any dispute concerning the construction, validity, interpretation, enforceability, or breach of this Agreement (each, a “Claim”), shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of the arbitration shall be St. Petersburg, Florida and Florida law shall apply. In the event of a Claim arising out of or relating in any way to this Agreement, the complaining party shall notify the other party in writing thereof through a demand for arbitration which shall be made within a reasonable time after the Claim has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the Claim. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration clause shall also apply to any dispute, controversy, or Claim between the member and any third party with whom the Club contracts in order to perform its obligations or exercise its rights under this Agreement, including without limitations, its third-party payment processor, which is currently ABC Financial Services, LLC.
You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
Restrictions Against Joinder of Claims
You and Youfit agree that any arbitration shall be limited to each Claim individually. You and Youfit agree that each may only bring claims against the other in your or Youfit’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude you or Youfit from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Youfit from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in St. Petersburg, Florida.
Venue for any Judicial Proceeding This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Florida, and shall be governed by and construed in accordance with the laws of Florida without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to St. Petersburg, Florida. The parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
Without limiting any other provision of this Agreement, Youfit reserves the right to, in Youfit’s sole discretion and without notice or liability, deny use of the Website to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by Youfit.
You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Youfit notice of your intention to do so, in the manner required by Section 18.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Website. Upon termination, Youfit may, but has no obligation to, in Youfit’s sole discretion, rescind any services and/or delete from Youfit’s systems all your Personal Information and any other files or information that you made available to Youfit or that otherwise relate to your use of the Website. Upon termination, you shall cease any use of the Website. After termination, Youfit reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Website, including without limitation technological barriers such as IP blocking and direct contact with your Internet Website Provider.
Upon termination, all rights and obligations created by this Agreement will terminate, except that the following Sections will survive any termination of this Agreement: Sections 1-6 and 10-20.
All notices required or permitted to be given under this Agreement must be in writing. Youfit shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Youfit. You agree that any notice received from Youfit electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Youfit is accurate and current, and notice to you shall be deemed effective upon the sending by Youfit of an email to that address. You shall give any notice to Youfit by submitting said notice to us at firstname.lastname@example.org.
This Agreement constitutes the entire agreement between Youfit and you concerning your use of the Website.
Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
This Agreement may only be modified by a written amendment signed by an authorized executive of Youfit, or by the unilateral amendment of this Agreement by Youfit along with the posting by Youfit of that amended version.
A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Youfit. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
You and Youfit are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
No Third Party Beneficiaries.
here are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties, Indemnitees, and Youfit’s licensors and suppliers (to the extent expressly stated in this Agreement).
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Youfit and Youfit’s licensors and suppliers, and would therefore entitle Youfit or Youfit’s licensors or suppliers, as the case may be, to injunctive relief.
The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.