The following are terms of a legal agreement (“Agreement”) between you and Studio 3X, Inc. (“Company”). By accessing, browsing and/or otherwise using this web site, JATO Fitness, (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. You must be 13 years of age or older to use this Site and to register as a member. If we discover or have any reason to suspect that you are not over 13 years of age, then we reserve our right to suspend or terminate your membership to this Site immediately and without notice.
If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.
These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with the Company for products, software, services or otherwise, unless otherwise directed by the Company. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.
All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of the Company © 2014-2019, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display and use the materials on this Site for private personal entertainment, educational and noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of the Company. You may not “mirror” any material contained on this Site on any other server without prior written permission from the Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
The trademarks, service marks, trade names and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of the Company. In addition, all page headers, custom graphics, icons and scripts are service marks, trademarks and/or trade dress of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of the Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of the Company or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other Content on the Site, is strictly prohibited.
You are granted a limited, nonexclusive right to create a hypertext link to this Site provided that such link is to the entry page of this Site and does not portray the Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the Content of any text or the layout/design of any page or any form contained on a page without the Company’s express written consent.
Links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. The Company has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their Content or their policies, including, without limitation, privacy policies or lack thereof. The Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk. You acknowledge and agree that the Company 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 the use of or reliance on any such third party sites.
Any software, including codes or other materials that are made available to download from this Site, is the copyrighted work of the Company and/or its suppliers and affiliates. If you download software from this Site, use of the software is subject to the license terms in the software license agreement that accompanies or is provided with the software. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable software license agreement in the case of software, or the express written consent of the Company in the case of codes or other downloadable materials.
Except as otherwise expressly permitted by the Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the Content contained therein without the Company’s prior, express, and written permission.
You will not spam or send unsolicited e-mail to any other user of the Site for any reason.
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Company’s infrastructure.
You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by the Company (the “Services”) which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other unauthorized photos or software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Services. In addition, you may only use the Services in a manner that, in the Company's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at email@example.com.
By way of example, and not limitation, the following uses described below of the Services are expressly prohibited:
You acknowledge that we do not pre-screen material posted or transmitted on the Service, but that we and our designees shall have the right (but not the obligation) in our sole discretion to review and edit, delete or refuse to post any material submitted for display or placed on the Service, including but not limited to message board posts, profiles, images, personals, and reviews. Without limiting the foregoing, we and our designees shall have the right to remove any material that violates this Agreement, that we believe in good faith may create liability for us, or that we deem is otherwise objectionable. You acknowledge and agree that we may preserve material and may disclose material if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any material violates the rights of third parties; or (d) in our sole judgment, protect the rights, property, or personal safety of the Company, its users or the public.
You understand and agree that the Company may review and delete any content, messages, double-blind emails, photos or profiles, in each case in whole or in part, that in the sole judgment of the Company violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.
This Site, including all software, functions, materials, and information is provided “as is” without warranties of any kind, either express or implied. The Company disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational Content. The Company does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site. The materials of this Site may be out of date, and the Company makes no commitment to update the materials at this Site. The Company does not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. The Company does not warrant that this Site, software, materials, products, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected.
In no event will the Company, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.
The Company may revise this Agreement at any time without notice by updating this posting. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this Site and page to determine the then current Terms of Access and Use conditions of use to which you are bound.
Any idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by the Company or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing products. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law.
You warrant to the Company that:
You are 13 years of age or older and all information and details provided by you to the Company (including on registration as a member) are true, accurate and up to date in all respects and at all times, and;
You are the sole owner of all rights in the materials posted or uploaded by you (including all related copyrights) or that you have the absolute right to license their use as provided in this section. While you will retain ownership of the copyright in the materials posted or uploaded by you, you agree that all materials posted or uploaded by you shall become part of a database, and that the Company will own the compilation copyright in that database. In addition, you hereby grant the Company a perpetual, worldwide, irrevocable license to use, reproduce, modify, publish, publicly perform, publically display and distribute such materials, and portions of such materials and any derivative works created from such materials, in print, electronic and other media, by any means now known or developed in the future. We may sublicense all of our rights and licenses or assign them to third parties. Neither the Company nor any third party using the materials in accordance with this section will be obligated to pay you any royalties or other compensation for use of the materials.
You will comply with these Terms of Access and Use including, without limitation, the User Restrictions set out above;
You agree to indemnify and hold the Company harmless from any claim or damages (including any legal fees in relation to same) made by a third party in respect of any matter in relation to or arising from your use and/or membership arising from any breach or suspected breach of these Terms of Access and Use by you or your violation of any law or the rights of any third party.
The Company may take any or all of the following actions at our sole discretion:
The Company respects the intellectual property rights of others. If you believe that your work is being used on our web site in a manner that constitutes copyright infringement, please notify our Copyright Administrator (contact information is below) in writing. Pursuant to the Digital Millennium Copyright Act, we will, upon receiving effective written notification of such a claim, promptly remove or disable access to material on this site that is claimed to be infringing or to be the subject of infringing activity. To be effective, the notification must include the following information:
The notification must include the physical signature of the copyright owner or of a person authorized to act on behalf of the copyright owner.
Anyone who knowingly misrepresents that material is infringing is liable for any damages incurred as of result of our relying on such misrepresentation in removing or blocking the material.
Studio 3X, Inc.
PO Box 3587
New York, NY 10027
The Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or other information regarding any user or member alleged by any governmental entity to be using the Site or any Content or materials available in, at, through or in association with the Site in violation of any law or regulation, or in violation of this Agreement, including, without limitation, the posting of e-mail messages, or publishing or otherwise making available any such materials. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION BY THE COMPANY DURING, OR AS A RESULT OF, ITS INVESTIGATIONS, AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES
If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by the Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of the Company.
Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement which are not first resolved informally, shall be determined by binding arbitration in New York, New York, in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court or competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of New York and the United States.
Notwithstanding the foregoing, any and all disputes, which the parties cannot informally resolve, regarding the scope of issues or matter with the jurisdiction of the arbitrator, shall be resolved by a separate dispute resolution process whereby the Company, in its sole discretion shall elect the dispute to be resolved by either (1) a court of competent jurisdiction in the County of New York, New York or (2) a panel of three new arbitrators.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York notwithstanding any conflict of laws provisions. You and the Company agree that the venue for all legal disputes, controversies, actions of any kind arising under or related to this Agreement shall be NEW YORK, NEW YORK. You and the Company further agree that in case of any litigation regarding this Agreement, you irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts in the County of New York, New York (the “New York Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the New York Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the New York Courts represent the exclusive jurisdiction for all litigation relating to this Agreement.