Terms and Conditions of Use

Most Recent Update: 04/04/2018

These Terms and Conditions of Use (the “Terms of Use”) apply to your access to and use of the Retrofitness website located at www.retrofitness.com (the “Site”), any and all associated Retrofitness® sites of Retrofitness, LLC and its subsidiaries and affiliates (Retrofitness, LLC and its subsidiaries and affiliates are referred to herein as “Retrofitness”, “we”, “us”, or “our”), the Retrofitness, LLC mobile application and any online service or program where these Terms of Use are posted or linked (the “Retro Online Services”). These Terms of Use govern your use of the Retro Online Services.  You should not use the Retro Online Services if you do not agree to the Terms of Use. If, for any reason, you are dissatisfied with the Retro Online Services in any way, or these  Terms of Use, your sole and exclusive remedy is to discontinue accessing and using the Retro Online Services.

Please read these Terms and Conditions of Use carefully before downloading, accessing or using the Site or any Retro Online Services.

BY ACCESSING THIS SITE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF USE, WHICH FORM A LEGALLY BINDING AGREEMENT. PLEASE NOTE THESE TERMS CONTAIN DISCLAIMERS AND LIMITATIONS OF LIABILITY, AS WELL AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER FOR U.S. RESIDENTS. IF YOU DO NOT AGREE WITH THESE TERMS OF USE , DO NOT USE THE SITE OR THE RETRO ONLINE SERVICES.


MODIFICATION TO TERMS OF USE

We have the unrestricted right to, at any time, modify, update, change and/or revise these Terms of Use (the “Changes”). Any and all changes will become effective upon posting to this Site or the Retro Online Services. Your continued access to or use of the Site or any of the Retro Online Services, or any of their programs or offers, after any such Changes indicates your acceptance of the Terms of Use, as modified to incorporate the most recent Changes.  It is your sole and exclusive responsibility to review the Terms of Use regularly for Changes.

The Site and the Retro Online Services are intended to be used solely by individuals over the age of 18.


OWNERSHIP OF SITE/CONTENT

Unless otherwise indicated, this Site, the Retro Online Services, and their design, text, content, selection and arrangement of elements, organization, graphics, and the design, compilation, and other matters related to this Site or the Retro Online Services (collectively, “Content”) are protected under applicable intellectual property and other laws, including, without limitation, those of the United States. Retrofitness, LLC is the owner or licensee of the Site and Content. All Content and intellectual property rights herein are protected pursuant to applicable copyright and trademark laws. Our posting of any Content on this Site or on any Retro Online Service does not constitute a waiver of any right in such Content. You shall not reproduce, duplicate, distribute (including by way of email or other electronic means), publish (including posting on another website) modify, copy, make derivative works from, sell, exploit or transmit any Content from this Site or any Retro Online Service in any form or by any means. Such conduct is strictly prohibited without the express prior written consent of Retrofitness, LLC. The Content may only be used for personal, non-commercial purposes.

Retrofitness grants you a personal, limited, non-exclusive, non-transferable license to access, view and make personal and non-commercial use of the Site and the Retro Online Services. You may not use this Site or the Retro Online Services to gain unauthorized access to Retrofitness networks or computer systems or to engage in any activity that disrupts or otherwise interferes or tampers with the Site (and associated servers or networks connected to the Site) or any of the Retro Online Services. You agree not to access the Site or any of the Retro Online Services through any automated means (such as through the use of scripts or web crawlers, etc.).

We reserve the right, at any time and for any reason, without providing you with notice and without incurring any liability, to modify, suspend or terminate operation of or access to any Retro Online Service or the Site, or any portion thereof, to change the Retro Online Services, to interrupt access to and/or the operation of the Retro Online Services for any purpose, restrict your access to the Site or the Retro Online Services, whether in whole or in part, and to terminate any and all authorization granted to you in relation to the permissions, rights, authorizations and/or licenses granted to you, in which event, you shall immediately destroy all such Content.


TRADEMARKS

Retrofitness logo and all page headers, custom graphics, button icons, trademarks, service marks and logos appearing on this Site, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Retrofitness (the “Marks”). You are not authorized to display or use the Marks in any manner without the express prior written consent of Retrofitness. The use or misuse of the Marks or other trademarks, names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited. All other product and company names and trademarks mentioned, displayed, cited or otherwise indicated on the Site are the property of their respective owners.


PRIVACY POLICY

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is located at retrofitness.com/privacy-policy and is incorporated herein by reference. Before using this Site, please read through the Terms of Use and Privacy Policy carefully. All personal information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy.


SITE / RETRO ONLINE SERVICE SUBMISSIONS

With the exception of any personally identifiable information we may collect from you under the guidelines established in our Privacy Policy, any and all materials, remarks, suggestions, ideas, stories, photos and / or other information you submit, transmit or communicate to us through the Site or any of the Retro Online Services (including through your mobile device) (“Submissions”) will be considered non-confidential and not proprietary. Through your provision of any and all Submissions, you expressly grant to us an unrestricted, royalty free, irrevocable, perpetual, transferable, sub-licensable, worldwide license to disclose, use, copy, reproduce, display, publicly perform, transmit, distribute, translate, reformat, incorporate, and otherwise use your Submission along with your name, picture, photograph, voice, audio, likeness and all other information, content and/or materials embodied therein, in its entirety or in part, and create derivative works therefrom, in any form or media now known or hereafter developed, for both commercial and non-commercial purposes without the obligation to provide you or any other person or entity with any compensation or additional consideration.   Without limiting the foregoing, we may post any Submission on the site, and/or any of the Retro Online Services and we may identify you as the submitting party.  With respect to any Submissions we deem, in our sole and absolute discretion, to be inappropriate, negative, harmful, disparaging or irrelevant, we reserve the right to remove, refuse and/or edit any such Submission.  By posting or submitting any Submission, you hereby represent and warrant that any and all statements made therein are true and correct to the best of your knowledge. You shall not include, in any Submission, any content that is the property of any other person or entity, including any content protected by copyright, trademark or other intellectual property rights.

By uploading or submitting any Submissions you represent and warrant that any uploaded material does not: infringe any copyright or other intellectual property or other rights of any other person; contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy; promote any illegal activity, or advocate, promote, or assist any unlawful act; involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising; give the impression that the content emanates from or is endorsed by us or any other person or entity, if this is not the case. We reserve the right to remove any content that we deem, in our sole discretion, to violate these terms.

Nothing in these Terms of Use or the Site shall constitute an offer or promise of employment or franchising relationship. We may or may not review all or any information submitted to us through the Site, any of the Retro Online Services, or through any other means.

YOU UNDERSTAND THAT WHEN USING THE SITE YOU MAY BE EXPOSED TO THIRD PARTY CONTENT FOR WHICH WE ARE NOT RESPONSIBLE. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, OR INTELLECTUAL PROPERTY RIGHTS RELATING TO ANY SUCH CONTENT, AND ACCORDINGLY WAIVE ANY AND ALL CLAIMS, RIGHTS, OR REMEDIES AGAINST ANY OF US WITH RESPECT TO SUCH THIRD PARTY CONTENT, EXCEPT AS PROVIDED HEREIN FOR COPYRIGHT INFRINGEMENT NOTICES. WE DO NOT PROACTIVELY SCREEN, MONITOR, OR CONTROL USER UPLOADED CONTENT AND THUS WE DO NOT ENDORSE ANY CONTENT OR OPINION EXPRESSED IN ANY CONTENT.  WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH ANY SUCH THIRD PARTY CONTENT.  AS SET FORTH IN OTHER PROVISIONS OF THIS AGREEMENT, WE MAY INVESTIGATE ANY REPORTED HOSTED CONTENT IN VIOLATION OF THESE TERMS OF USE OR ANY LAWS OR REGULATIONS, AND MAY DETERMINE IN OUR SOLE DISCRETION WHETHER TO REMOVE SUCH CONTENT.ADVERTISING AND LINKS

With our prior written consent, you may create hyperlinks directly to the home page of this Site, or the home page of any of our clubs within this Site, provided that: (i) the hyperlink accurately describes the content as it appears on the Site; (ii) each page within our Site is displayed in full, without any accompanying frame, border, margin, design, branding, trademark, advertising or promotional materials not originally displayed on the applicable page within our Site; and (iii) you do not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site, Retrofitness, or its agents. You may not copy any portion of the Site or Content to a server, except as part of an incidental caching of pages. If you wish to link to or obtain a license with regard to the Site or the Content other than as described herein, you must contact us at the address listed in these Terms of Use before doing so.

If we have provided links or pointers to other websites, then no inference or assumption should be made and no representation should be implied that we are connected with, operate or control any of these websites. We are not responsible for the content or practices of third party websites that may be linked to this Site or the Retro Online Services. This Site and the Retro Online Services may also be linked to other web sites operated by companies affiliated or connected with us. When visiting other websites, however, you are subject to and should review each website’s individual terms of use and privacy policy. We take no responsibility for third party advertisements which are posted on the Site or any of the Retro Online Services, nor do we take any responsibility for the goods or services provided by such advertisers.


TERMINATION

We reserve the right to immediately terminate your use of, or access to, this Site and/or any of the Retro Online Services at any time for any reason in its sole discretion. We further reserve the right to modify or discontinue the Site or any portion, and the Retro Online Services, or any portion thereof, at any time without notice.


PROGRAMS AND PROMOTIONS

Any and all programs, offers, contests, sweepstakes, raffles, surveys, promotions and other similar programs or promotions (each a “Promotion” and collectively, the “Promotions”) made available through the Site or any of the Retro Online Services, may be governed by rules, regulations and terms that are in addition to these Terms of Use and the Privacy Policy (the “Additional Rules and Regulations”). Your participation in any Promotion will bind you to any and all such Additional Rules and Regulations. You are strongly urged and advised to read these Terms of Use, the Privacy Policy and any and all Additional Rules and Regulations before you participate in any such Promotion.


COPYRIGHT INFRINGEMENT NOTIFICATION

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the United States Copyright Law. If you believe, in good faith, that any Content available on the Site or on any of the Retro Online Services infringe your copyright, you (or your agent, as applicable) should send us a notice requesting that we remove the infringing Content, or block access to it. If you believe, in good faith, someone has wrongly submitted a notice to us under this paragraph, then you should send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed under the DMCA, as it may be amended. Details may be found at http://www.copyright.gov/ .

Additionally, if you believe that any of your works have been improperly copied or posted on the Site or any of the Retro Online Services, then please provide us with the above-referenced notice and the following information: (i) your name, address, telephone number and email address; (ii) a description of the work you claim has been infringed; (iii) the identification of the applicable portion of the Site or Retro Online Services where the work is used, posted or published; (iv) a written statement signed by you affirming that you have a good faith belief that the disputed use is not authorized and constitutes copyright infringement or trademark infringement, which statement must be signed by the owner under penalty of perjury and must include a representation that all information contained therein is true and accurate; and (v) information to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; Notices should be sent to the address listed below in the Notice Provision.

If you are a user outside the United Sates and are not subject to the DMCA, you should notify us of your copyright infringement claim in writing and in accordance with the above procedure and other applicable intellectual property laws.


LINKS TO THIRD PARTY SITES AND SOCIAL MEDIA PAGES

The Site and the Retro Online Services may contain links to third-party websites and social media platforms (the “Third Party Links”). The Third Party links are provided for your convenience only. If you click on any Third Party Link or decide to visit any Third Party Linked site or platform, you do so at your own risk. We have no responsibility and we shall not have any liability for any Third Party Links, or the content, policies, actions, or functions thereof. We are not responsible for the quality of any Third Party Links or sites, or any products, services of information provided in connection therewith. The existence of any Third Party Links does not imply in any way that we sponsor, endorse, or are in any way affiliated with or associated with any such Third Party Links.


NO WARRANTIES; DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE, THE RETRO ONLINE SERVICES OR THE CONTENT, OR ANY SITE WITH WHICH IT IS LINKED, WHICH ARE EACH PROVIDED FOR USE “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE, THE RETRO ONLINE SERVICES, THE CONTENTS, AND ANY SITE WITH WHICH THIS SITE MAY BE LINKED. WE DO NOT WARRANT THAT THE RETRO ONLINE SERVICES, THIS SITE, ITS SERVERS OR E-MAIL SENT FROM US WILL BE ERROR FREE, UNINTERRUPTED, OR OTHERWISE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES), OR THAT ANY DEFECTS WILL BE CORRECTED. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA THIS SITE, OR ANY SITE WITH WHICH IT IS LINKED, IS ACCURATE, COMPLETE, OR CURRENT. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR PARENT, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, FRANCHISEES, AND SUPPLIERS SHALL HAVE THE BENEFIT OF THIS CLAUSE.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF THE RETRO ONLINE SERVICES OR THE SITE, OR ANY MATERIALS, PROGRAMS, PROMOTIONS, OFFERS, FEATURES AND/OR SERVICES MADE AVAILABLE THROUGH THE SITE OR THE RETRO ONLINE SERVICES, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. 

EXCLUSIONS/LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE, ON BEHALF OF OURSELVES AND OUR PARENT, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, FRANCHISEES, AND SUPPLIERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY OF THE RETRO ONLINE SERVICES, THE SITE OR ANY CONTENT PROVIDED ON THE SITE. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, EQUITY, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. THE FOREGOING SHALL NOT PRECLUDE RECOVERY OF DAMAGES FOR PERSONAL INJURY, LOSS OR DAMAGE TO PERSONAL PROPERTY, OR UNAUTHORIZED USE OR DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION CAUSED BY RETROFITNESS’S GROSS NEGLIGENCE, RECKLESSNESS, FRAUD OR OTHER WILFUL, UNCONSCIONABLE OR INTENTIONAL MISCONDUCT.  NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT THE CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER TO RECOVER ATTORNEYS’ FEES OR OTHER REMEDIES AFFORDED BY STATUTE OR OTHER LAW. LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


INDEMNIFICATON

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Retrofitness, its parents, subsidiaries, and affiliates together with their respective directors, officers, managers, members, employees and agents, from and against all liabilities, claims, damages and expenses (including reasonable attorney’s fees and costs) incurred or alleged by any third party arising out of or related to your use of this Site, the Retro Online Services, any Promotions, any content you submit, post to, or transmit through the Site or the Retro Online Services or your breach or alleged breach of these Terms of Use.


LEGAL COMPLIANCE

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and your use of the Retro On line Services. If you provide us any information through the Site or the Retro Online Services, you agree to provide true, accurate, current and complete information about yourself. You agree not to attempt to upload or transmit through the Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or system. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to the Site or to any of the Retro Online Services is strictly prohibited. Retrofitness reserves all rights and remedies available to it.


NOTICES

Except as explicitly stated otherwise, any notices shall be given by postal mail to Retrofitness, LLC, 182 Route 537, Colts Neck, NJ 07722, corporate@retrofitness.com, (in the case of notice to Retrofitness) or to the email address you provide to us (in the case of notice to you). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address you have provided to us. In such case, notice shall be deemed given 3 days after the date of mailing.


CONTACTING RETROFITNESS

Any questions, comments, or issue with this Site should be addressed to the Site Administrator at corporate@retrofitness.com.


GOVERNING LAW, VENUE AND DISPUTE RESOLUTION

This Agreement is governed by, and construed in accordance with U.S. Federal laws and the laws of the State of New Jersey, without giving effect to any principles of conflicts of law. For any claims not subject to mandatory arbitration pursuant to this agreement, you agree to submit to the exclusive jurisdiction of the courts of the State of New Jersey or, if appropriate, the United States District Court for the District of New Jersey for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use of the Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.


DISPUTE RESOLUTION

Mandatory Arbitration

If you are a user based in the United States, in the event of any dispute, controversy, or claim arising out of or relating to these Terms of Use, the Site, or your use thereof, the parties shall first attempt, promptly and in good faith, to resolve any such dispute informally between them. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), YOU AGREE THAT THE DISPUTE SHALL, UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES FOR ANY PARTICULAR DISPUTE, BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION, PURSUANT TO THE THEN-CURRENT CONSUMER ARBITRATION RULES.  ANY ARBITRATION COMMENCED BETWEEN YOU AND RETROFITNESS, ITS PARENT, OR ANY OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “THE RETROFITNESS PARTIES”) MUST BE ARBITRATED IN NEW JERSEY. ARBITRATION MUST BE ON AN INDIVIDUAL BASIS.  THIS MEANS NEITHER YOU NOR THE RETROFITNESS PARTIES MAY JOIN CLAIMS IN ARBITRATION WITH OR AGAINST OTHER USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION YOU ARE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT, THE RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND THE RIGHT TO BRING, OR BE PART OF, A CLASS ACTION CASE.  The foregoing shall not apply to suits falling within the jurisdiction of the small claims courts located in the State of New Jersey or to enjoin infringement or other misuse of intellectual property rights, and you or the Retrofitness Parties may bring suit in court for (a) individual small claims matters and (b) to enjoin infringement or other misuse of intellectual property rights.

RULES FOR THE AMERICAN ARBITRATION ASSOCIATION ARE AVAILABLE AT: https://www.adr.org.


NO AGENCY RELATIONSHIP 

Neither these Terms of Use, nor any of the Content, Promotions, programs, offers, or services of either the Site or the Retro Online Services, create any partnership, joint venture, employment, or other agency relationship between any of the Retrofitness Parties and you. You may not enter into any contract on any of the Retrofitness Parties’ behalf or bind us or any of the Retrofitness Parties in any way.


ATTORNEYS FEES

If we take any legal action against you as a result of your violation of these Terms of Use, we will be entitled to recover from you, and you agree to immediately pay, all reasonable attorneys’ fees and costs of any such action, in addition to any and all other relief granted to any of us. You agree that we shall not be liable to you or to any third party for termination or elimination of your access to the Site or any of the Retro Online Services as a result of any violation of these Terms of Use.


ENTIRE AGREEMENT; SEVERABILITY; GENERAL PROVISIONS

These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms of Use is unlawful, void or unenforceable, that provision is deemed severable from these Terms of Use, will be substituted with a valid and enforceable provision reflecting the intent of the invalid provision, and does not affect the validity and enforceability of any remaining provisions. No provision of these Terms of Use shall be waived except with prior written consent of Retrofitness. The failure to exercise, or delay in exercising, any right or remedy under these Terms of Use will not operate as a waiver. These Terms of Use may be assigned by Retrofitness in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Failure to act with respect to a breach of this agreement does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between us with respect to the subject matter hereof.