This Terms of Use agreement was last updated: September 4th, 2011

A. Acceptance of Terms

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below ("Terms of Use") Use and the Privacy Policy constitute a legally-binding agreement between Xpert Fitness and you. These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in (i) the Xpert Fitness website, including the classified advertisements, forums, various email functions and Internet links, and all content and Xpert Fitness services available through the domain and sub-domains of Xpert Fitness located at www.xpertfitness.com (collectively referred to herein as the "Website"), and (ii) the online transactions between those users of the Website who are offering Services (each, a "service professional") and those users of the Website who are obtaining Services (each, a "Service User") through the Website (collectively, the "Services"). The Terms of Use described below incorporate the Privacy Policy and apply to all users of the Website, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or Services on the Website. These terms govern the relationship between you and Xpert Fitness and between clients and trainers on xpertfitness.com.

Check out our privacy policy after you read this.

You acknowledge that the Website serves as a venue for the online distribution and publication of user-submitted information between service professionals and Service Users, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking below on "I have read and agree to the Terms of Use and the Privacy Policy," you hereby certify that: (1) you are either a service professional or Service user, (2) you have the authority to enter into these Terms of Use, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) as stated above, you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website immediately. Xpert Fitness is meant to be a website where users can buy and sell services from one another.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.You have been notified of these terms, and you accept them if you continue to use Xpert Fitness.

If you’re posting for a business, you must have the authority from the business owner to do so.

1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

   Xpert Fitness reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein, at any time, and Xpert Fitness will post notice of the changes and the amended Terms of Use at the domain of http://www.xpertfitness.com/terms, and/or may communicate the amendments through any method of written contact that Xpert Fitness has established with you. It is your responsibility to review the Terms of Use for any changes. Your use of the Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Website

2. PRIVACY POLICY

   Xpert Fitness has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of this Website is governed by the Privacy Policy.

   The Privacy Policy is located at: http://www.xpertfitness.com/privacy.

   Xpert Fitness may occasionally change these terms. If that happens, we will try to communicate the changes to you by email, and we will at least post the changes on this page.

B. Membership and Accessibility

1. LICENSE TO ACCESS

   Xpert Fitness has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of this Website is governed by the Privacy Policy.

   You can use Xpert Fitness as long as you follow the rules, and don’t copy or change the website without our permission.


2. MEMBERSHIP ELIGIBILITY CRITERIA

   Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we believe that you are under the age of 18 or that you are not complying with any applicable federal, state or local laws, rules or regulations.To use Xpert Fitness, you have to be 18, you have to submit truthful information, you can’t break any laws, you can’t ‘scrape’ or collect user information from our site, you can’t recruit from our site for non-Xpert Fitness transactions, and you can’t spam our users.

   To access and participate in certain features of the Website, you will need to create a password-protected account ("Account"). You are solely responsible for safeguarding your password at all times and shall keep your password secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Xpert Fitness immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another’s Account without permission. You agree that you will not misrepresent yourself or represent your self as another user of the Website and/or the Services offered through the Website. You hereby acknowledge and agree that Xpert Fitness will not be liable for your losses caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Xpert Fitness or others due to such unauthorized use. An Account holder is sometimes referred to herein as a "Registered User."Keep your password safe, and let us know if someone breaches your account. We aren’t liable for problems that result from someone breaking into your account.

   You acknowledge and agree that you shall comply with the following policies (the "Account Policies"):

   1. You will not copy or distribute any part of the Website in any medium without Xpert Fitness’s prior written authorization.
   2. You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose.
   3. You will provide accurate and complete information when creating your Account.
   4. You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Website for any purpose without Xpert Fitness’s prior written approval.
   5. You shall not in any manual or automated manner collect service professionals or Service Users information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site.
   6. You shall not in any way that transmits more request messages to the Xpert Fitness servers, or any server of a Xpert Fitness subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Xpert Fitness reserves the right to revoke these exceptions either generally or in specific cases.
   7. You shall not recruit, solicit, or contact in any form service professionals or Service Users for employment or contracting for a business not affiliated with Xpert Fitness without express written permission from Xpert Fitness. Should Xpert Fitness find that you violated the terms of this paragraph or any terms stated herein, Xpert Fitness reserves the right, at its sole discretion, to immediately terminate your use of the Website.
   8. You shall not take any action that (i) unreasonably encumbers or, in Xpert Fitness’s sole discretion, may unreasonably encumber the Website’s infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Xpert Fitness’s measures that are used to prevent or restrict access to the Website.
   9. You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.

   If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or Account Policies, please do not use the Website. We can terminate your account if you violate these rules.

3. ADDITIONAL POLICIES

   Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable Xpert Fitness regulations, guidelines and additional policies that Xpert Fitness may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that Xpert Fitness publishes on the Website (the "Additional Policies"). You hereby agree to comply with the Additional Policies and your obligations thereunder at all times. You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions of this Agreement or documents referenced herein, including the Account Policies, membership eligibility criteria or Additional Policies, Xpert Fitness, in its sole discretion, may terminate your Account at any time without prior notice to you.

C. Member Conduct

1. PROHIBITIONS ON SUBMITTED CONTENT

   You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website, including your profile, the services you offer, the posting of your desired service or the posting of any opinions or reviews (testimonials) in connection with the Website, the Service, the service professional, or the Service User (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:

   • misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any service professionals;
   • provides or create links to external sites that violate the Terms of Use;
   • is intended to harm or exploit any individual under the age of 18 ("Minor") in any way;
   • is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;
   • invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;
   • contains falsehoods or misrepresentations that could damage Xpert Fitness or any third party;
   • is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate; Don’t use this website to launder money or advertise for services you aren’t offering here.
   • is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Xpert Fitness all of the license rights granted herein;
   • contains or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture-installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another’s copyright, intellectual property right, or any other proprietary right;
   • is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
   • intends to harm or disrupt another user’s computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming;
   • impersonates, uses the identity of, or attempts to impersonate a Xpert Fitness employee, agent, manager, host, another user, or any other person though any means;
   • advertises or solicits a business not related to or appropriate for the Website (as determined by Xpert Fitness in its sole discretion);
   • contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
   • contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;
   • distributes or contains viruses or any other technologies that may harm Xpert Fitness, or the interests or property of Xpert Fitness users;
   • contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;
   • is non-local or irrelevant content;
   • contains identical content to other open Postings you have already posted; or
   • uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Xpert Fitness.
   Please don’t post anything that is false, is meant to contact minors, is meant to get personal information without the other person’s knowledge, violates copyright laws, is meant to harm someone else’s computer, or is pornographic, threatening, discriminatory, offensive, or generally inappropriate for or irrelevant to this site.


2. PROHIBITIONS ON SENDING MESSAGES

   You will not send messages to other users containing:

   • offers to make national or international money transfers for amounts exceeding the asking price of a service, with intent to request a refund of any portion of the payment; or
   • unsolicited advertising or marketing of a service not offered on the Website or an external website.
   You have to pay for what you buy, and you have to provide the services that you’ve agreed to provide.


3. NO DISCRIMINATION
   
   
   1. Employment Postings. Federal, state and local laws prohibit employment postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. Xpert Fitness will not knowingly accept any Posting for employment which is in violation of the law. Xpert Fitness has the right, in its sole discretion and without prior notice to you, to immediately remove any employment Posting that discriminates or is any way in violation of any federal, state, or local law.
   
   
   Posting discriminatory requests for employment or housing violates federal law.


4. PROHIBITIONS WITH RESPECT TO SERVICES

   While using the Website, you shall not:

   • post content or items in any inappropriate category or areas on the Website;
   • violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;
   • fail to deliver payment for Services purchased by you, unless the service professional has materially changed the description of the Service description after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the service professional’s identity;
   • fail to perform Services purchased from you, unless the Service User fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service User’s identity;
   • manipulate the price of any Service or interfere with other users’ Postings; Don’t try to manipulate your feedback rating.
   • circumvent or manipulate our fee structure, the billing process, or fees owed to Xpert Fitness;
   • post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Website user);
   • take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Website or using it for purposes unrelated to the Website);Be truthful in the feedback you post about people. Don’t be meaner or nicer than the service professional deserves. We will kick you off Xpert Fitness if you try to blackmail someone by threatening to give them bad feedback that isn’t deserved.
   
   
5. FEEDBACK

   As a participant in the Website, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the service professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a service professional or a Service User from leaving Feedback.

   1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, Xpert Fitness, in its sole discretion, may take any of the following actions: (i) cancel your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page.Let us know if you see inappropriate feedback. We can remove any feedback postings at our own discretion.
   2. Reporting Inappropriate Use of Feedback. You may contact Xpert Fitness regarding any inappropriate use of Feedback at support@xpertfitness.com.
   3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website concerning Feedback, Xpert Fitness shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, XPERT FITNESS HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFOR.

The foregoing lists of prohibitions provide examples and is not complete or exclusive. Xpert Fitness reserves the right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Xpert Fitness determines is inappropriate or disruptive to this Website or to any other user of this Website and/or Services. Xpert Fitness reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Xpert Fitness deems appropriate in Xpert Fitness’s sole discretion. Xpert Fitness may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Xpert Fitness’s discretion, Xpert Fitness will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet. Xpert Fitness does not and cannot review every Posting posted to the Website. These prohibitions do not require Xpert Fitness to monitor, police or remove any Postings or other information submitted by you or any other user. Xpert Fitness is too big for us to monitor on our own, so we can’t guarantee we’ll remove every bad thing that people post here.

D. Rules for service professionals

1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.

   We can limit or cancel your account if you violate any of these terms.


2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT XPERT FITNESS FEES

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) offer a catalog or a link to a third-party website from which Service Users or any Registered User or user of the Website may obtain the Service directly; (b) exceed multiple Posting limits; (c) post a single Service but offer additional identical services in the Service description; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through Xpert Fitness to purchase the Service or any other service outside of Xpert Fitness; (f) use their Profile page or user name to promote services not offered on or through the Website and/or prohibited services.

3. PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE USERS

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) solicit Service Users to mail cash or use other payment methods not specifically permitted by Xpert Fitness as approved payment methods; (b) include links that do not conform to Xpert Fitness’s policies with respect to third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile page, your Offer page, or your Wants page; (d) promote raffles, prizes, bonuses, games of chance, giveaways, or random drawings; (e) use profanity in any Posting; (f) acknowledge or credit a third-party service professional for services or products directly connected with your particular Posting (1) with more than 10 words of text at HTML font size greater than 3 and/or a logo of 88X33 pixels (provided that you represent and warrant that you have the necessary rights, licenses, permissions and/or authorizations from the applicable third party to use that third party’s name and/or logo), (2) with any promotional material in connection with that third-party company, and/or (3) with a link to the third-party’s website with any information in addition to the Service provided via Xpert Fitness; (g) include third-party endorsements in a Posting; or (h) create a Posting that does not offer a Service.

4. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS

   If a service professional violates any of the above-referenced rules in connection with his or her Posting, Xpert Fitness, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the service professional’s Account privileges; (c) suspend the service professional’s Account; (d) cause the service professional to forfeit any fees earned on a canceled Posting; and/or (e) decrease the service professional’s status earned via the Feedback page.

   Don’t contact a service professional unless you think you might actually use their service. Once you’ve agreed to a service and a price, don’t renege on your promise to pay.

E. Rules for Service Users

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

   (a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service when you do not meet the service professional’s terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by Xpert Fitness in connection with the use or purchase of any Service.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

   If a Service User violates any of the above-referenced rules in connection with his or her Posting, Xpert Fitness, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service User’s Account privileges; (c) suspend the Service User’s Account; and/or (d) decrease the Service User’s status earned via the Feedback page.

F. Use of Submitted Content

1. NO CONFIDENTIALITY

   The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Xpert Fitness does not guarantee any confidentiality with respect to any Submitted Content.We can’t guarantee the confidentiality of anything you post publicly.

   You agree that any Submitted Content provided by for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You agree that Xpert Fitness shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services. You’re responsible for what you post.

2. YOUR REPRESENTATIONS AND WARRANTIES

   You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Xpert Fitness to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website. Once you’ve posted information publicly on Xpert Fitness, we can display or advertise it in other places. If you don’t want us to have access to your information anymore, just take down your post.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO XPERT FITNESS

   You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Xpert Fitness for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to Xpert Fitness a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and Xpert Fitness’s (and its successor’s) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

   You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. We are not liable for anything posted by Xpert Fitness’s users, and we can remove any user content on the website whenever we want.

   You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4. XPERT FITNESS'S DISCLAIMERS AND RIGHT TO REMOVE
   
   
   1. Xpert Fitness does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Xpert Fitness expressly disclaims any and all liability in connection with all Submitted Content. Xpert Fitness reserves the right to remove any Data or Submitted Content without prior notice. Xpert Fitness will also terminate a user’s access to the Website, if he or she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Website more than twice. Xpert Fitness also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Xpert Fitness may remove such Submitted Content and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion. We’re sorry if you see something offensive on our site posted by another user. However, what other people post is not our fault. Let us know about it, and we’ll remove it.
   2. You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that Xpert Fitness may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Website users or others.

G. Copyright Infringement Take Down Procedure

Pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA"), Xpert Fitness has established policies for dealing with alleged and actual copyright and trademark infringement. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to our Copyright Agent (see 17 U.S.C. § 512(c)(3) for further detail): (i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Xpert Fitness to locate the material.; (iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law; (iv) information reasonably sufficient to permit Xpert Fitness to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and (vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice." If you think your copyright or trademark is being infringed on Xpert Fitness, please follow these procedures to notify us about it. We’ll try to help you solve the problem.

Comments, requests for technical support, and other communications should be directed to Xpert Fitness customer service at support@xpertfitness.com.

You acknowledge that if you fail to comply with all of the requirements, your Notice may not be valid. Xpert Fitness will remove any infringing material, subject to the procedures outlined in the DMCA. Notwithstanding Xpert Fitness’s instructions above, you are solely responsible for ensuring that any Notice you provide to Xpert Fitness complies with the provisions of the DMCA.

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Only the intellectual property rights owner is permitted to report potentially infringing items through Xpert Fitness’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use.

H. Modifications to or Termination of Website

1. MODIFICATION OR CESSATION OF WEBSITE

   Xpert Fitness reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Xpert Fitness shall not be liable to you or to any third party for any modification, suspension or discontinuance of Xpert Fitness services.

   We will modify Xpert Fitness frequently in order to improve it.


2. TERMINATION BY XPERT FITNESS

   You hereby acknowledge and agree that Xpert Fitness, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website ("Termination of Service"), immediately and without notice, for any reason, including without limitation, Account inactivity or if Xpert Fitness believes or has reason to believe that you have violated any provision of the Terms of Use.

   You or we can cancel your account at any time, and we aren’t liable for any problems arising from your account’s cancellation.


3. TERMINATION BY YOU

   You may cancel your use of the Website and/or terminate the Terms of Use with or without cause at any time by following the link in your Account under "Edit Profile " to "Deactivate Account."

4. EFFECT OF TERMINATION

   Upon termination of your Account, your right to participate in the Website, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Website. In the event of Termination of Service, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Xpert Fitness system. We own everything we have produced for xpertfitness.com, and nobody else can use it without our permission.

   Unless Xpert Fitness has previously canceled or terminated your use of the Website (in which case subsequent notice by Xpert Fitness shall not be required), if you provided a valid email address during registration, Xpert Fitness will notify you via email of any such termination or cancellation, which shall be effective immediately upon Xpert Fitness’s delivery of such notice.

   Upon Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Xpert Fitness Data (as defined below), Marks (as defined below) and other content in your possession or control. You further acknowledge and agree that Xpert Fitness shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, Xpert Fitness retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted Xpert Fitness hereunder shall remain in effect for the foregoing purpose. In no event is Xpert Fitness obligated to return any Submitted Content to you.

   You agree to indemnify and hold Xpert Fitness, and its officers, managers, members, affiliates, successor, assigns, directors, agents, service professionals, suppliers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of the Termination of Service.

I. Intellectual Property Rights

1. Xpert Fitness OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE

   The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Xpert Fitness, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Other trademarks, names and logos on this Website are the property of their respective owners.

   Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Xpert Fitness reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2. XPERT FITNESS 'S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

   The Website contains Xpert Fitness’s Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and Xpert Fitness owns and retains all rights in the Xpert Fitness Data and Marks. Subject to these Terms of Use, Xpert Fitness hereby grants you a limited, revocable, nontransferable, nonsublicensable license to reproduce and display the Xpert Fitness Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.

   The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

   Xpert Fitness may authorize you to use an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website; provided, however, that you provide a link back to the Website on any pages that contain the Embeddable Player. Xpert Fitness reserves the right to discontinue any aspect of the Website at any time.

J.Xpert Fitness Fees

1. FEES INCURRED BY SERVICE PROFESSIONALS (PERSONAL TRAINERS)

   Joining Xpert Fitness, and posting Services is free. Xpert Fitness reserves the right at its sole discretion to charge fees to service professionals for other services that Xpert Fitness may provide, including but not limited to fees for contacting Service Users, responding to job leads generated by Xpert Fitness, or conducting transactions with Service Users through Xpert Fitness.Xpert Fitness offers service professionals leads for new clients on an opt-in basis. You only pay for what you want!

2. FEES INCURRED BY SERVICE USERS (CLIENTS)

   Joining Xpert Fitness, viewing posted Services, and contacting Service Providers is free. Xpert Fitness currently charges Service Users no fees for transactions completed on the Website between Service Users and Services Service Professionals. However, Xpert Fitness reserves the right to charge a fee to Service Users in the future on a per-transaction basis, and reserves the right to do so in its sole discretion. Changes to this Fee Policy are effective after Xpert Fitness has provided you with fourteen (14) days’ notice by posting the changes on the Website. Xpert Fitness currently charges no fees to service users. Xpert Fitness may at some point charge service users a small fee to service users on a per-transaction basis.

3. TAXES

   You understand that we are acting solely as an intermediary for the collection of rents and fees between a Service User and a service professional who choose to enter into an Agreement for Service. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either hosts or guests. You have to pay your taxes for any income you receive in transactions resulting from using Xpert Fitness. We are not liable for your nonpayment of taxes.

4. REFUND POLICY

   All sales on Xpert Fitness are final and non-refundable

K. Negotiation of Terms of Service; Disputes Between Registered Users

1. XPERT FITNESS IS NOT A PARTY TO ANY SERVICE CONTRACT

   Each Registered User hereby acknowledges and agrees that Xpert Fitness is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.

   Xpert Fitness is just an intermediary between clients and trainers, and we are not a party to any contract between website users.


2. NO AGENCY OR PARTNERSHIP

   No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Website, including without limitation, the Agreement for Service. You do not have any authority whatsoever to bind Xpert Fitness in any respect. All service professionals are independent contractors. Neither Xpert Fitness nor any users of the Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Xpert Fitness is not employing you, or partnering with you in any kind of business venture.

3. DISPUTES BETWEEN REGISTERED USERS

   You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, service professionals and Service Users. You should try to investigate the trustworthiness of anyone with whom you plan to contract. If there’s a dispute between you and another Xpert Fitness user, we have no obligation to get involved. We aren’t liable for any problems arising from these disputes.

   You understand that deciding whether to use the Services of a service professional or provide Services to a Service User or use information contained in any Submitted Content, including, without limitation, Postings, Offers, Wants and/or Feedback, is your personal decision for which alone are responsible. You understand that Xpert Fitness does not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Website and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.

   NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT XPERT FITNESS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT XPERT FITNESS IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE XPERT FITNESS, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.
   
   If you have a dispute with us, please try to approach us and negotiate the problem informally. If you insist on suing us, we have the right to take the dispute to mediation or arbitration. If the dispute goes to court, we will resolve the dispute in Tampa courts.

L. Dispute Resolution

If a dispute arises between you and Xpert Fitness, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Xpert Fitness hereby agree that we will resolve any claim or controversy at law or equity that arises out of the Terms of Use or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via e-mail at support@xpertfitness.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

1. GOVERNING LAW

   The Terms of Use shall be governed in all respects by the laws of the State of Florida, without reference to its conflict of law provisions. You agree that any claim or dispute you may have against Xpert Fitness must be resolved by a court located in Hillsborough County, Tampa, Florida, or a United States District Court, except as otherwise agreed by the parties. Any action brought against Xpert Fitness shall be venued in Tampa Superior Court, Tampa, Florida or the United States District Court. You agree to submit to the personal jurisdiction of the courts located within Hillsborough County, Tampa, Florida or the United States District Court for the purpose of litigating all such claims or disputes.

M. Advertisements

Aspects of the Website and other Xpert Fitness services may be supported by advertising revenue. As such, Xpert Fitness may display advertisements and promotions on the service. The manner, mode and extent of advertising by Xpert Fitness on the Website are subject to change. You agree that Xpert Fitness shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Website. We might eventually use advertising as an additional revenue stream for Xpert Fitness. We will try to make sure this doesn’t hurt your revenue from using Xpert Fitness, but we can’t guarantee it.

N. Third-party Links

The Website may provide, or third parties may provide, links to other websites or resources. Because Xpert Fitness has no control over such sites and resources, you acknowledge and agree that Xpert Fitness is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. You further acknowledge and agree that Xpert Fitness 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, advertising, product, goods or services available on or through any such website or resource. The Third-party website may have different privacy policies and terms and conditions and business practices than Xpert Fitness. In certain situations, you may be transferred to a Third-party website through a link but it may appear that you are still on this Website, but you acknowledge and agree that the Third-party website terms and conditions and privacy policy apply in this situation. Your dealings and communications through the Site with any party other than Xpert Fitness are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party. Xpert Fitness is not responsible for the content of any third-party websites linked to from our website. You use Xpert Fitness at your own risk, and we aren’t responsible for any problems that might arise from your use of the website.

O. Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, XPERT FITNESS AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA AND SUBMITTED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. XPERT FITNESS DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. XPERT FITNESS DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. XPERT FITNESS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD-PARTY SERVICE PROFESSIONALS OF PRODUCTS OR SERVICES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

P. Limitations of Liability

1. IN NO EVENT SHALL XPERT FITNESS, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES OFFERED BY ANY SERVICE PROFESSIONALS VIA THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; OR (IX) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Xpert Fitness IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
   
   Xpert Fitness and its employees are not liable for problems arising from contracts or disputes between parties, mistakes on our website, unauthorized access to the website, viruses contracted on the website, interruptions in service, offensive or illegal conduct of any user or third party, or anything illegal posted by a user.


2. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF XPERT FITNESS, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE WEBSITE, AND/OR SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO XPERT FITNESS BY YOU HEREUNDER.

   YOU HEREBY ACKNOWLEDGE AND AGREE THAT XPERT FITNESS SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT XPERT FITNESS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE WEBSITE.

   THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY XPERT FITNESS DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY WEBSITES. IN ADDITION, XPERT FITNESS WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE WEBSITE, YOU EXPRESSLY RELIEVE Xpert Fitness FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.
   
   If you are involved in a lawsuit with another party resulting from using Xpert Fitness, you agree to pay for any costs imposed on Xpert Fitness and its employees arising from the dispute.

   If we are liable for something, our liability doesn’t exceed the amount you’ve already paid in fees to Xpert Fitness.


3. FORCE MAJEURE

   Neither Xpert Fitness nor you shall be liable to the other for any delay or failure in performance under the Terms of Use, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

Q. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS XPERT FITNESS , AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU FOREVER RELEASE XPERT FITNESS (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY XPERT FITNESS WITHOUT RESTRICTION.

R. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

S. No Third-party Beneficiaries

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Only people that have agreed to these terms can benefit from them.

T. Notice

You agree that Xpert Fitness may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Website. If you want, we will notify you of improvements to, changes to, and promotions on Xpert Fitness.

U. General Information

1. ENTIRE TERMS OF USE

   The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by Xpert Fitness on the Website, shall constitute the entire agreement between you and Xpert Fitness concerning the Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect. No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Xpert Fitness’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. This, together with the Privacy Policy, is the entire agreement between you and us.

2. STATUTE OF LIMITATIONS

   You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3. SECTION HEADINGS

   The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.