The Trainer is the owner of all rights in the fitness information and audiovisual recordings that Trainer provides to GymCloud (the "Videos").The Trainer hereby grants to GymCloud a non-exclusive license for the Territory of the United States of America to distribute the fitness information and Videos on the internet to end users, for the Term of this Agreement and thereafter as set forth in Section 4 below...
Subject to the terms of the license granted above, GymCloud agrees to provide the Services to Trainer as follows:GymCloud offers various levels of storage and bandwidth for the Service. Trainer may choose Trainer's desired level of Service at the Site.It is Trainer's responsibility to establish an account at the Site and to pay the monthly fees set forth on the Site which correspond to Trainer's desired level of Service.GymCloud agrees to provide Trainer a page at the Site (the "Page"), controlled by Trainer through an administrative username and password to be provided by GymCloud, to administer Trainer's fitness information and Videos and any content Trainer wishes to include regarding the Videos on such page. The administrative username and password will also give Trainer access to a private "dashboard"(the "Dashboard") wherein Trainer may view certain information, which may include the number of purchases of Trainer's services, fitness information, and Videos, the number of views of Trainer's Page, and any fees collected on behalf of Trainer. Trainer is solely responsible for the use of its administrative username and password or access to its dashboard.GymCloud reserves the right to remove, delete, or refuse to post to the Site any fitness information or Video, the posting of which would exceed the level of Service ordered by Trainer, or which violates any law, infringes on any third party's intellectual property or other proprietary rights, or in GymCloud's sole discretion, contains obscene, defamatory, libelous, or otherwise offensive or inaccurate content. It is Trainer's responsibility to upload Videos and other content in a form acceptable to GymCloud. GymCloud will list acceptable formats on the Site.
This Agreement shall be effective as of the Effective Date, and shall remain in effect for as long as Trainer continues to pay the fees set forth on the Site for the level of Service chosen by Trainer.
Trainer agrees to pay GymCloud the monthly fees listed on the Site, for the level of Service chosen by Trainer. The fees will be billed to Trainer's major credit card at the beginning of each month, and monthly fees are nonrefundable. The Services may be cancelled upon at least 15 days notice to GymCloud, at [email protected] Upon cancellation, Trainer shall have no further access to Trainer's Dashboard or any Videos Trainer has uploaded to the Site. GymCloud will remove Trainer's Videos from the Site as soon as practicable upon cancellation.
Representations and Warranties; Indemnity.
Trainer represents and warrants that the Videos and the content contained therein (i) do not infringe upon the intellectual property rights or other proprietary rights of any third party. Trainer shall defend, indemnify and hold harmless GymCloud from any claim of infringement of an intellectual property right or property right of any third party, any claim of physical injury or property damage arising from any attempt by an end user to perform the exercises or activities contained in the Videos, or (iii) any breach of this Agreement. Trainer is solely responsible for ensuring the safety and efficacy of any activities performed by end users as a result of using fitness information on the site or viewing the Videos.
This Agreement shall be considered as having been entered into in the State of Tennessee, and shall be construed and interpreted in accordance with the laws of the State of Tennessee. The parties shall submit to the exclusive jurisdiction of the state and federal courts of Davidson County of Tennessee and the Middle District of Tennessee for the resolution of any filed claims between the parties.
If any portion of this Agreement is determined to be invalid or unenforceable, in whole or in part, by a Court of competent jurisdiction, the remainder of this Agreement shall not be affected by such determination and shall remain valid and enforceable to the fullest extent permitted by law.