1. ACCEPTANCE OF TERMS OF SERVICE

Welcome to FitnessInsite, an application service provided by Fitness Venture Group. FitnessInsite provides its service to you, subject to the following Service Terms ("ST"), which may be updated by us from time to time without notice to you. When using particular FitnessInsite services, you shall be subject to posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the ST.

2. DESCRIPTION

FitnessInsite provides users with access to fitness and nutrition modules as well as a collection of aggregated resources, including but not limited to, various messaging tools, online chat rooms, ecommerce services, customized content offerings and co-branded programming through its network of properties. Unless explicitly stated otherwise, any new features that augment or enhance the current product and service offerings, including the release of new FitnessInsite network sites, shall be subject to the ST. You understand and agree that the Service is provided as-is and that FitnessInsite assumes no responsibility for the timeliness, deletion, or failure to store any user communications or personalization settings.

3. REGISTRATION

In consideration of your use of the FitnessInsite applications and service offerings, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form and (b) maintain and promptly update the data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or FitnessInsite has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FitnessInsite has the right to suspend or terminate your account and refuse any and all current or future use of the services.

4. PRIVACY POLICY

Registration data and certain other information about you are subject to our Privacy Policy that can be accessed throughout our network of websites.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will create a user name and password upon completing the online registration process. You are responsible for maintaining the confidentiality of the user name and password information, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify FitnessInsite of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. FitnessInsite cannot and will not be liable for any loss or damage arising from your failure to comply with these responsibilities.

6. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not FitnessInsite, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the FitnessInsite range of services. FitnessInsite does not control 100% of the Content posted on its network of sites and, as such, cannot and will not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will FitnessInsite be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted.

You agree to not use the email services provided, through our third-party partner, to:

1. impersonate any person or entity, including, but not limited to, a FitnessInsite employee, message board moderator, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;


2. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through FitnessInsite;


3. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;


4. upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;


5. interfere with or disrupt the service or servers or networks connected to the service, or disobey any requirements, procedures, policies or regulations of networks connected to the service;


6. "stalk" or otherwise harass another; or


7. collect or store personal data about other users.

You acknowledge that FitnessInsite does not pre-screen 100% of the Content available on its network of sites, but that FitnessInsite and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available on its network. FitnessInsite and its designees shall have the right to remove any Content that violates the ST or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by FitnessInsite or submitted to FitnessInsite, including without limitation information in FitnessInsite Message Boards and in all other parts of the network.

You understand that the technical processing and transmission of the service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7. PUBLIC CONTENT

(a) For purposes of the ST, "publicly accessible areas of the service" are those accessible by the general public. By way of example, a publicly accessible area of the service would include FitnessInsite Message Boards.

(b) With respect to Content you elect to post for inclusion in publicly accessible areas of FitnessInsite Message Boards or that consists of photos or other graphics you elect to post to any other publicly accessible area of the Service, you grant FitnessInsite the world-wide, royalty free and non-exclusive license to reproduce, modify, adapt and publish such Content on the Service solely for the purpose of displaying, distributing and promoting the specific FitnessInsite Message Boards to which such Content was submitted, or, in the case of photos or graphics, solely for the purpose for which such photo or graphic was submitted to FitnessInsite. This license exists only for as long as you elect to continue to include such Content on the service and shall be terminated at the time you delete such Content from the service.

(c) With respect to all other Content you elect to post to other publicly accessible areas of the service, you grant FitnessInsite the royalty-free, perpetual, irrevocable, non-exclusive and fully sub licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.

(d) With respect to Content you elect to post for inclusion in publicly accessible areas of FitnessInsite Message Boards or that consists of photos or other graphics you elect to post to any other publicly accessible area of the Service, you grant FitnessInsite the right to modify, adapt, or remove any Content posted containing any links or other forms of advertising.

8. INDEMNITY

You agree to indemnify and hold FitnessInsite, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the service, your use of the service, your connection to the service, your violation of the ST, or your violation of any rights of another.

9. NO RESALE OR RE-ENGINEERING

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. You agree not to attempt, by reverse engineering or any other method, to create or derive the source program or any part thereof from any information made available on the network of sites.

10. NORMS REGARDING USE OF NETWORK AND EMAIL ACCOUNTS

You acknowledge that FitnessInsite may establish general practices and limits concerning use of the service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the service, the maximum number of email messages that may be sent from or received by an account on the service, the maximum size of any email message that may be sent from or received by an account on the service, the maximum disk space that will be allotted on FitnessInsite's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the service in any given period of time. You agree that FitnessInsite has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the service. You acknowledge that FitnessInsite reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that FitnessInsite reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

11. MODIFICATIONS TO SERVICE

FitnessInsite reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that FitnessInsite shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.

12. TERMINATION

You agree that FitnessInsite, in its sole discretion, may terminate your password, account (or any part thereof) or use of the service, and remove and discard any Content within the service, for any reason, including, without limitation, for lack of use or if FitnessInsite believes that you have violated or acted inconsistently with the letter or spirit of the ST. FitnessInsite may also in its sole discretion and at any time discontinue providing the service, or any part thereof, with or without notice. You agree that any termination of your access to the service under any provision of this ST may be effected without prior notice, and acknowledge and agree that FitnessInsite may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Further, you agree that FitnessInsite shall not be liable to you or any third-party for any termination of your access to the service.

13. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the FitnessInsite network, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that FitnessInsite shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the network.

14. LINKS

The Service may provide, or third parties may provide, links to other websites. FitnessInsite is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites. You further acknowledge and agree that FitnessInsite shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. FITNESSINSITE'S PROPRIETARY RIGHTS

You acknowledge and agree that the application service provider services ("ASP") used in FitnessInsite's network contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by FitnessInsite or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the ASP, in whole or in part.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FITNESSINSITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

FITNESSINSITE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FITNESSINSITE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FITNESSINSITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. NOTICE

Notices to you may be made via either email or regular mail. The service may also provide notices of changes to the ST or other matters by displaying notices or links to notices to you generally on the network of sites.

19. TRADEMARK INFORMATION

FitnessInsite, Fitness Venture Group, the FitnessInsite and Fitness Venture Group logo, and "One Site Fits All" are trademarks and service marks of Fitness Venture Group. Without Fitness Venture Group's prior permission, you agree not to display or use any of these marks without the prior written consent of Fitness Venture Group.

20. GENERAL INFORMATION

The ST constitutes the entire agreement between you and FitnessInsite and governs your use of the ASP, superceding any prior agreements between you and FitnessInsite. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and FitnessInsite shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions. The failure of FitnessInsite to exercise or enforce any right or provision of the ST shall not constitute a waiver of such right or provision. If any provision of the ST is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the ST remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the ASP or the ST must be filed within one (1) year after such claim or cause of action arose or be forever barred.