Fitclub membership agreement.

You must agree to these terms and conditions by selecting "Agree" (on the sign up form) in order for your membership to be activated and stay activated.

Pantometrics, Ltd. ("Pantometrics") agrees to provide to the members of Fitclub with information, services, products, and programs through the Fitclub suite of software (collectively, "Fitclub Services"), including those located on the www.Pantometrics.com website ((the "Website"), subject to the following Fitclub Membership Agreement ("Agreement"), which may be amended at the sole discretion of Pantometrics, as described below. The Agreement, as it may from time to time be amended, will be continuously available for review on the Website. By joining today you agree to the posted Agreement. If updates are posted to the Agreement, you agree to them, as of the effective date of the update, by continuing to use the Fitclub Services. If you do not accept this Agreement or to any modifications that may be made, then you are not authorized to use the Fitclub Services and you agree to discontinue your membership. You also agree to review this Agreement whenever an update is made so that you are aware of and agree to any and all modifications made to this Agreement. In addition to notifying members as to any updates to the Agreement on the exercise equipment applications, as a courtesy to registered members, Pantometrics will send an e-mail notice to his/her e-mail address of record if and when the Agreement is updated.

Payment for Fitclub Services provided to you may be made by automatic credit card (in particular instances) or check debit and you hereby authorize the Pantometrics and/or its authorized agent, [billing co.] Billing Services, Inc. ("[billing co.]"), to transact such payments on your behalf. Unless you have good reason to believe the credit card (or other approved facility) you use to purchase your subscription is lost or stolen, you agree not to report that credit card (or other approved facility) as lost or stolen. Nor will you dispute any authorized charge by [billing co.] or the Pantometrics. You agree and acknowledge that if you fraudulently report the credit card (or other approved facility) used to obtain the Fitclub Services as stolen, or if you fraudulently report that an authorized charge by the Pantometrics or [billing co.] is unauthorized, you shall be liable to this [billing co.] and the Company for liquidated damages of $25,000.00. The liability for liquidated damages specified in this Paragraph shall not limit any other liability you may have for breach(es) of any other terms, conditions, promises and warranties set forth in this Agreement.

You authorize Pantometrics and/or [billing co.] to charge your credit card, or make deductions from your checking account (or other approved facility) for periodic subscription fees according to the then-current billing terms for the Fitclub Services. You are responsible for paying periodic subscription fees according to the then-current billing terms. Subscription fees are earned upon receipt and are nonrefundable whether or not termination is at your request. For your convenience and satisfaction, all memberships will automatically renew upon expiration unless your subscription is cancelled AT LEAST seven (7) days prior to expiration. Subscription rates are subject to change at any time without notice. You are liable for any subscription charges incurred by you up to and until termination of the Fitclub Services. If you have a question about a transaction on your credit card statement, or wish to cancel a subscription, please contact Customer Service at info@Pantometrics.com.

You understand and agree that:

You will pay for the Fitclub Services pursuant to the terms of the membership plan you select, and you will request that Pantometrics cancel your membership when you no longer want to be a member or when you do not agree to a modification to the Agreement.

You will provide true, accurate, current, and complete information about yourself as required by our registration form and update that information to keep it accurate.

Once you establish your password, you are the only person authorized to use it. You are responsible for maintaining the confidentiality of any password(s) you are given to access the Fitcub Services, and are fully responsible for all activities that occur under your password(s). You will notify Pantometrics immediately of any unauthorized use of your password(s).

You will not use Fitclub Services in an unsafe or aggressive manner:

• Pantometrics is not able to investigate the suitability of it's services for individual members. Therefore, prior to participating in any of the Fitclub Services, exercise program or activity, you will seek the advice of your physician or other qualified health professional.
  
  
• You absolve Pantometrics from any liability arising from the health consequences of using Fitclub Services that are aggravated by any medical conditions you may have.
  
  
• No information provided by our Fitclub Services will be used to diagnose, treat, cure or prevent any medical condition without consulting a licensed physician.
  
  
• Competing with other workouts can be physically demanding, You will be responsible for working out safely, monitoring your own tolerance to exercise, and will not hold Pantometrics liable for the consequences of any strenuous exercising you may do.
  
  
• Application or reliance on of the techniques, ideas, and suggestions accessed through our Fitclub Services is at your sole discretion and risk.
  
  

YOU ACKNOWLEDGE AND AGREE THAT THE Fitclub SERVICES AND ALL "MATERIALS" ARE INTENDED FOR GENERAL CONSUMER INFORMATIONAL PURPOSES ONLY; THAT NEITHER THE Fitclub SERVICES NOR ANY ASSOCIATED "MATERIALS" ARE INTENDED TO CONSTITUTE, AND DO NOT CONSTITUTE, THE PRACTICE OR FURNISHING OF MEDICAL OR PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS, CONSULTATION, TREATMENT, CONTENT, DATA, SOFTWARE, INFORMATION, PRODUCTS AND/OR SERVICES; AND THAT YOU WILL ALWAYS CONSULT WITH YOUR QUALIFIED PROVIDER FOR MEDICAL OR HEALTH CARE ADVICE, DIAGNOSIS, CONSULTATION, TREATMENT, CONTENT, DATA, SOFTWARE, INFORMATION, PRODUCTS AND/OR SERVICES. YOU ALSO ACKNOWLEDGE AND AGREE THAT ANY MEDICAL OR HEALTH CARE PROVIDER OR OTHER DIRECTORIES OR LOCATORS (INCLUDING, WITHOUT LIMITATION, THEIR CONTENTS AND RESULTS) CONTAINED ON OR PROVIDED THROUGH Fitclub SERVICES ARE INTENDED FOR GENERAL CONSUMER INFORMATIONAL PURPOSES ONLY, AND DO NOT IMPLY OUR ENDORSEMENT OF, OR THAT WE HAVE ANY ASSOCIATION WHATSOEVER WITH, SUCH PROVIDERS.


While Pantometrics does its best to ensure optimal performance of the Fitclub Services, you agree that you use them and rely on material provided by them at your own risk. The Fitclub Services are provided "AS-IS" and to the fullest extent permitted by law, are provided without warranties of any kind, either express or implied. Further, Pantometrics assumes no responsibility for any damage to your computer or inconvenience to you for, among other things, any service outages or interruptions, the unavailability of particular features or services, and the inability to access all or part of our Fitclub Services.

You will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, the use of our Fitclub Services, access to our Fitclub Services or any of the content accessible through our Fitclub Services.

You will not allow or otherwise enable others to use the Fitclub Services which only you are authorized to use.

This Agreement and all incorporated agreements may be automatically assigned by Pantometrics, in our sole discretion, to a third party. This may happen in the event of a merger, acquisition, or sale.

Except for your own personal information that you are specifically authorized access to, you will not copy, modify, or publicly display any information or content from Fitclub Services for use in any manner, without the express written consent of Pantometrics.

You will not use our Fitclub Services to:

• violate or solicit the violation of any applicable local, state, national or international law;
  
  
• infringe the rights of any third party, including but not limited to intellectual property rights and privacy or publicity rights; and,
  
  
• interfere with or disrupt our Fitclub Services.
  
  

Fitclub Services may provide links or access to other web sites and services. As Pantometrics does not control such sites and resources, you acknowledge and agree that Pantometrics is not responsible for their availability, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources or the appropriateness, decency, legality, copyright compliance, accuracy or any other aspect of such sites. You further acknowledge and agree that Pantometrics 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 service. WE, AND OUR SUPPLIERS, PROVIDE OUR ONLINE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER UNDERSTAND AND AGREE THAT WE, AND OUR SUPPLIERS, MAKE NO WARRANTY AS TO THE RELIABILITY, ACCESSIBILITY, ACCURACY, LEGITIMACY OR QUALITY OF THE SITE OR THE CONTENT AVAILABLE ON THE SITE. YOU AGREE THAT USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE AND EXCLUSIVE RISK. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.


You agree to indemnify and hold Pantometrics and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or your violation of any law or the rights of a third party.

You agree that Pantometrics may amend this Agreement at any time by posting the amended terms on the Website. Your use of the Fitclub Services following the effective date of any modifications shall constitute your binding acceptance of those modifications.

Limitation of Liability. Any liability of Pantometrics and [billing co.], including without limitation any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause or action, shall be strictly limited to the amount of membership fee paid by or on behalf of the subscriber to Pantometrics for the preceding month. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. Pantometrics is not liable for damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any Materials, data, advertisement or other communication at or through this site.

Termination. You agree that Pantometrics may terminate your membership to Fitclub Services at any time and for any reason whether you violate this Member Agreement or not. You further understand and agree that Pantometrics, at its complete discretion, may remove or alter the Fitclub Services or any of content available through them at any time and for any reason or no reason. You agree to be personally liable for all charges incurred by you during or through the use of the Fitclub Services. Your liability for such charges shall continue after termination of your membership for any reason.

Disputes. This Agreement and your relationship with Pantometrics shall be governed by the laws of the State of Virginia. Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to use of the Fitclub Services or this Agreement, including any tort claim, shall be filed within one (1) year after such claim or cause of action arose or be forever barred. Furthermore, you and Pantometrics agree that any claim arising out of or related to use of the Fitclub Services or this Agreement, including any tort claim, shall be subject to final and binding arbitration submitted solely in the state of Virginia and governed by the Commercial Dispute Resolution Rules of the American Arbitration Association.

Severability and Headings. Headings in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. You acknowledge and agree that if any provision of this Agreement is held by any court or other tribunal of competent jurisdiction to be not enforceable, then such provision will be eliminated or limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect; that this Agreement constitutes the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior agreements or understandings between you and us, whether oral or written, relating to any subject matter of this Agreement; that this Agreement may not be modified, in whole or in part, except by us and as otherwise might be specifically described elsewhere in this Agreement; and that anything contained on or provided through the Fitclub Services that is inconsistent with or conflicts with the terms of this Agreement is superseded by the terms of this Agreement.


Access and Use. All materials contained within the Fitclub Services are protected by U.S. and international trademark and copyright laws or other proprietary rights or laws and may only be used for personal, non-commercial purposes. This means that you may only view or download material from Fitclub Services for your own use and you must keep all copyright and other proprietary notices attached to the downloaded material. The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, copying or transmission of material is STRICTLY PROHIBITED unless you have obtained the prior written consent of Pantometrics or unless it is expressly permitted. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, audio or video material or stills from audiovisual material available. The use of materials from Fitclub Services on any other web site or networked computer environment is similarly prohibited. Requests for permission to reproduce or distribute materials found on this Site can be made by contacting Pantometrics in writing at Business & Legal Affairs, Pantometrics at 3258 Peace Valley Lane, Falls Church, VA 22044 or email at pantometrics@yahoo.com. Notwithstanding the foregoing, you may download or print single copies of materials for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

You are also strictly prohibited from creating works or materials that derive from or are based on the materials contained in Fitclub Services including, without limitation, fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards and greeting cards and unlicensed merchandise. This prohibition applies regardless of whether the derivative materials are sold, bartered or given away.

You agree that any Message whatsoever submitted by you becomes the property of Pantometrics and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Pantometrics sees fit.

Notice to the Company and Contact Information. Fitclub Services are offered by Pantometrics, located at 3258 Peace Valley Lane, Falls Church, VA 22044. If you are a Virginia resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Notices from Pantometrics to Members may be given by e-mail, by general posting on the Website or by conventional mail.

posted/updated: February 26, 2005
© 2005-2006 PANTOMETRICS LTD. All rights reserved.

The Pantometrics and Fitclub logos, in full or any part thereof, and the slogan Kick your own ass ...we'll help are trademarks and/or is copyright protected, and their use requires written permission from Pantometrics, Ltd. None of the foregoing may be used or reproduced without the express written consent of Pantometrics, Ltd.