TERMS OF SERVICE
Last Revised: October 31st, 2017
The Run SMART Project, LLC and its affiliates, successors and assigns ("TRSP," "we," "our" or "us") is the owner and operator of the websites available at www.runsmartproject.com and www.vdoto2.com (each, a "Website," and collectively, the "Websites"); the VDOT O2 mobile and web application, the VDOT O2 Marketplace and related mobile application, the VDOT O2 Running Calculator mobile and web application; the VDOT O2 Certification Exam; private coaching services; custom training plans, including standard and premium training plans; platforms; dashboards; and related features, data, information, tools, updates, code, software, e-mail notifications, newsletters, blog posts, products; or any other services or materials provided by us (collectively, "Service" or "Services"). The mobile applications are each referred to herein as and "App," and collectively, the "Apps."
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and affiliates. In that case, the terms "you" or "your" shall also refer to such entity and affiliates. If you do not have such authority, you may not use the Services.
THIS AGREEMENT GOVERNS YOUR USE OF SERVICES AND CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE INDIVIDUAL ARBITRATION FOR ANY POTENTIAL LEGAL DISPUTE.
BY ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES.
If you have questions about the Terms or any of our policies, please contact us by email at firstname.lastname@example.org or by phone at 1-888-707-3370.
1. We Reserve the Right to Update and Revise These Terms at Any Time.
From time to time, we will review and update the Terms. You should review these Terms each time you use the Services. Any new features added to the current Services will be subject to these Terms. We will notify you of any updates here, and by 1) posting a notice and link to the updated Terms the next time you log into the Services, at which point you must assent to such updated Terms in order to login and/or 2) posting a pop-up notice and link to the updated Terms on the Website or App. You will be deemed to have accepted these Terms, as updated, if you continue to use the Services after you receive such notice.
By accessing the Services, you affirm that you are fully able and competent to enter into and comply with the Terms, and that all the information you submit is accurate and truthful. We only permit individuals to use the Services who are (i) at least 18 years old or at least 13 years old and have their parent or guardian’s consent to the Terms, (ii) who can form legally binding contracts with us, and (iii) agree not to use the Services in any country or in any manner prohibited by any laws, restrictions, or regulations that apply to you, including United States export control laws and/or foreign laws, restrictions, or regulations.
We may change our eligibility criteria at any time, and reserve the right, but are not obligated, to further limit access to the Services to any person, entity, geographic region, or jurisdiction.
4. Account Registration and Information.
While you may access some of the Services without registration, access to many features requires registration.
Account registration requires you to submit to us certain personal information, such as your name, e-mail address, password, and mailing address. In order to use certain Services, you may be required to provide valid credit card billing information and agree to be charged applicable fees.
Accurate Account Information.
You agree to provide us with complete, accurate, and updated account and profile information. Incorrect or outdated information may lead to delays or errors or in the termination or suspension of your account.
Security and Confidentiality.
You are solely responsible for maintaining the security and confidentiality of your account, password, and login credentials and for all activities that occur under your login or account. We are not liable for any damages or loss caused from any unauthorized account actions. Please notify us at email@example.com immediately if you become aware of any unauthorized use of your account.
If you are using the Service from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By registering with us, you consent to such transfers.
5. Consent to Receive Communications
After registering for an account, you may receive periodic email communications regarding the operations of our Services. You cannot opt out of receiving these communications while you continue to use our Services. You may also receive periodic promotions and other offers or materials that we believe might be of interest to you. You can opt out of receiving these promotional messages at any time by following the unsubscribe instructions contained in the message footer and through your preferences tab. By connecting with other Users, you may receive electronic communications, including messages from them (depending on your preferences, you may receive notification of these messages via email, the Services, and/or as a push notification). You can manage the messages you receive from other Users by changing the preferences in your account.
6. Links and Third Party Websites.
The Services may contain links to third-party websites or resources. We are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply our endorsement of them. You assume all risk arising from your use of any such websites or resources.
You may have the option to sign into the Services using or connect the Services with an existing third party account including, without limitation, Facebook, Strava, Garmin or other social media services (collectively, "Third Party Accounts"). By connecting with Third Party Accounts, you consent to the continuous release of information about you to others via the Services (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature. You can disable the connection between your TRSP account and any Third Party Account by accessing the "Settings" section of the Services or in the case of the VDOT product, by directly removing the link in your Facebook account.
Your relationships with third-party providers are governed solely by your agreements with those providers.
BY USING THE SERVICES, YOU EXPRESSLY RELEASE AND HOLD HARMLESS TRSP FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD PARTY WEBSITE OR THIRD PARTY ACCOUNT.
7. Location Based Services.
We may offer features that are based on the location of users and which may report on those users’ current locations (the "Location-Based Services"). The use of Location-Based Services is solely at your discretion. Should you use Location-Based Services including via a connected Third Party Account, you consent to collection and dissemination of your location information through the Services. Under no circumstances shall we be liable for claims or for any damages therefrom, arising out of your informed decision to disseminate your location information together with your profile information through the Services.
8. User Advice / Coaching Certification.
You may be able to register for and purchase access to the VDOT Certification Exam, available at https://vdoto2.com/certification, and related materials (the "Exam") through the Services. Upon successful completion of the Exam, you may receive a digital Badge indicating that you are a VDOT 02 Distance Running Coach "Certified by Dr. Jack Daniels" (a "Badge") and the year that you received certification. We do not guarantee that all Users who purchase and take the Exam will pass the exam, be issued a Badge, or become certified. Further, the Badges are only an indication of the successful completion of the Exam.
We do not verify any qualifications of any User, including Coaches, even if they post or claim to have earned a Badge, nor do we adopt, endorse, or accept responsibility for the accuracy or reliability of any information you receive from other Users, including Coaches, whether or not they have a Badge.
We expressly disclaim all liability for the conduct, statements, training plans, information, and advice of all Users, including those who have been issued a Badge. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on User information. You are solely responsible for ensuring that any information received from another User is accurate, complete and useful.
9. Proprietary Rights.
TRSP Content. Except as otherwise provided herein, the Services and all content appearing therein are the exclusive property of TRSP or our licensors and are protected by copyright, trademark, patent, trade secret, and other applicable laws. All trademarks, service marks, and trade names that appear on the Services and the overall "look and feel" of the Services (collectively the "Marks") are proprietary to TRSP, or the respective owners of such Marks (collectively, "TRSP Content"). You may not display, reproduce, or otherwise use TRSP Content, without first receiving written consent from us. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Services. Any unauthorized use of any content or materials on the Services is strictly prohibited.
Subject to your compliance with these Terms and applicable law, you may access and use the Services and the TRSP Content (excluding software code). We (and our licensors) remain the sole owner of all right, title, and interest in the Services and TRSP Content. We reserve all rights not granted under these Terms. In addition, any content that we provide to you is licensed on a personal, revocable, non-sublicensable, non-assignable and non-exclusive basis, not sold to you. You will not use, copy, adapt, modify, hack, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted in these Terms. Our Services and TRSP Content contain proprietary and confidential information that is legally protected.
10. User Content; User Conduct.
You acknowledge and agree that if you contribute any content to the Services including, without limitation, through (i) personal communications, including commentary, with other Users through the Services, including available internal communication tools, (ii) uploading any photographs or other digital content (iii) sharing of any personal information in a User profile, or (iv) any other content you contribute to the Services ("User Content"), you hereby do and shall grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the Services and our business. You retain all rights in your User Content, subject to the rights granted to TRSP in this Agreement.
We do not want to receive confidential, proprietary or trade secret information through the Services. Any information, materials, suggestions, ideas or comments sent to us (excluding private profile and security information) will be deemed non-confidential, and we may use that information for any purpose including, but not limited to, developing, manufacturing, and marketing products. By submitting any such information, you grant us an irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid and royalty-free license that will survive termination of these Terms.
By accessing the Services, you agree that you will not contribute any content or otherwise use the Services in a manner that: (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without TRSP’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of TRSP; (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vii) uses any manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Services or (viii) attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS WHEN COMMUNICATING OR INTERACTING WITH OTHER USERS, MEETING IN PERSON, SENDING MONEY TO ANOTHER USER OR OTHERWISE SHARING PERSONAL INFORMATION. YOU UNDERSTAND AND AGREE THAT TRSP IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS. TRSP DOES NOT CONTROL, ENDORSE, HAVE ANY ASSOCIATION WITH, TAKE ANY RESPONSIBILITY FOR OR OTHERWISE MAKE ANY CLAIMS, REPRESENTATIONS, GUARANTEES OR WARRANTIES REGARDING, THE ACCURACY OR QUALITY OF ANY CONTENT, SERVICES, OR PRODUCTS OFFERED BY ANY USER, OR ANY USER’S PERFORMANCE, SKILLS, OR ATHLETIC ABILITIES, THE CONDUCT OF ANY USER, OR A USER’S COMPLIANCE WITH RELEVANT LAWS OR REGULATIONS, AND TRSP DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. TRSP CANNOT AND DOES NOT MAKE ANY GUARANTEES OF THE CREDENTIALS, CREDIT WORTHINESS, HONESTY, OR BEHAVIOR OF ANY OF THE USERS OF OUR SERVICES. TRSP IS NOT, AND SHALL NOT BE CONSTRUED AS, A PARTY TO TRANSACTIONS BETWEEN USERS, INCLUDING FOR PREMIUM SERVICES, WHETHER OR NOT TRSP RECEIVES SOME FORM OF REMUNERATION IN CONNECTION WITH THE TRANSACTION, AND TRSP WILL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING OUT OF OR RELATED TO SUCH TRANSACTION.
IF ANY DAMAGE OR LOSS RESULTS FROM YOUR USE OF OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY FOR SUCH LOSS. ACCORDINGLY, ALL TRANSACTIONS ARE MADE OR ACCEPTED AT THE USER'S OWN RISK.
11. Sports Organization Rules.
Certain sports organizations have rules on amateurism and eligibility that could be implicated if you post User Content within the Services, even User Content that you believe is noncommercial in nature. It is your responsibility to determine whether posting User Content within the Services will affect your eligibility to participate in any sport under any applicable rules of any sports organization.
12. Premium Services.
Certain Services, such as enhanced products, services, features and functionality (e.g., custom training plans, private coaching, VDOT Coach, VDOT Coaching Clinics, VDOT Certification, Coaching Products and other Services available via the VDOT O2 Marketplace, etc.) are only available for a fee ("Premium Service(s)"). By registering for and using any of the Premium Services, you agree to our Terms, and any additional terms and conditions that are provided here. See below for Additional Term of Service for Users of the VDOT O2 Marketplace.
By signing up for and using the Premium Services, you agree to pay any taxes, fees, or other incurred charges that apply to the Premium Services (including without limitation registration and subscription fees). When you sign up for the Premium Services, you must designate and provide information (including billing information) about your preferred payment method ("Payment Method"). This information must be complete and accurate, and you are responsible for keeping it up to date. Your failure to maintain complete and accurate billing information may result in the termination of your access to the Services.
We use third party service providers (currently Stripe) to process payment information. By using the Services, you authorize TRSP to share transaction information with the service provider, and you are giving TRSP (or a third-party payment processor on its behalf) permission to charge your on-file credit card, for all fees associated with the Services. All payment information that you provide must be accurate, complete, and current. By providing credit card or other payment information, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and fees). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your purchase may be suspended or cancelled. You acknowledge that the amount billed may vary due to changes to your subscriptions or purchases, fee changes, or changes in applicable taxes or other transactional fees, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
All fees due for the Premium Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly Premium Service period, as applicable. We will not refund any fees already paid to us, even if you cancel your subscription before the end of a payment period. VDOT COACH SERVICES WILL AUTO-RENEW UNTIL YOU ELECT TO CANCEL YOUR SUBSCRIPTION. All other Premium Services will terminate in accordance with the plan you have chosen or product you have purchased.
Should you wish to terminate the Premium Services before the end of your subscription plan, please notify us in writing at firstname.lastname@example.org. VDOT Coach subscribers can cancel their subscriptions at any time directly in the app. All purchases of Premium Services are final and non-refundable, except at our sole discretion and in accordance with the rules governing each Premium Service.
Notwithstanding the foregoing, if you reside in the European Union and register for the Premium Services, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days (the "Cooling-off Period"). Refunds will not, however, be provided if you have accessed the Services at any time during the Cooling-off Period.
To the maximum extent permitted by applicable laws, we may change our prices for Premium Services at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on the Websites or Apps, or on or through the applicable Premium Service and/or by sending you an email notification. If you do not wish to pay the new prices, you can cancel the applicable Premium Service prior to the change going into effect
13. Coaching Clinics.
You may be able to register for VDOT Coaching Clinics via the Services. You assume all risks associated with your attendance and participation in all related on and off site activities. BY REGISTERING FOR A VDOT COACHING CLINIC YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRSP AND ALL OF OUR AGENTS ASSISTING WITH THE EVENT, SPONSORS AND THEIR REPRESENTATIVES AND EMPLOYEES FROM ALL LOSS, DAMAGE OR LIABILITY ARISING OUT OF OR RELATED TO YOUR ATTENDANCE AND PARTICIPATION.
You also grant permission to all of the foregoing to use your photographs, motion pictures, recordings or any other record of the VDOT Coaching Clinic for any legitimate purpose. By registering, you acknowledge having read and agreed to the above waiver.
14. Your Warranty and Indemnification Obligations.
By uploading or posting User Content to, interacting with other Users on, or otherwise engaging in, the Services, you represent, warrant, and covenant that (a) you have all necessary rights, permits, licenses, permissions, and approvals to (i) use, submit, or share such User Content, and (ii) grant the licenses in these Terms; (b) your actions are not in violation of any preexisting contractual obligations with any third parties; (c) your actions are not in violation of any applicable local, state, federal, or foreign law; (d) all information your provide is truthful and accurate; and (e) your User Content and any other of your activities in connection with your use of the Services, and our exercise of all rights and licenses granted by you in the Terms, do not and will not violate, infringe, or misappropriate any third party’s contractual, copyright, trademark, patent, right of privacy or publicity, or other personal or proprietary right, nor does such User Content contain any matter that is defamatory, obscene, libelous, unlawful, threatening, abusive, tortious, offensive or harassing. You agree to pay for all royalties, fees, and any other monies owing any person by reason of User Content you post on or through the Services.
You will defend, indemnify and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim, demand, liabilities, loss, expenses or damages, including without limitation reasonable attorneys’ fees, arising out of or related to your User Content or any other content you make available on the Services, your use of the Services, or your violation of these Terms.
You will further indemnify, defend, and hold us harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any other party’s access and/or use of the Service through your account.
15. Copyright Infringement.
Written Notification. TRSP has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). This policy provides for the termination of access, in appropriate circumstances, to Users who are repeat copyright infringers. TRSP may, in appropriate circumstances and at its discretion, disable and/or terminate access to Users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide TRSP’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):
- 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- 2. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- 3. 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, and a description of where the material that you claim is infringing is located;
- 4. your address, telephone number, and, if available, email address;
- 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- 6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Upon receipt of a valid written notification containing the information as outlined in 1 through 6 above, TRSP shall, (1) remove or disable access to allegedly infringing content; (2) forward the written notification to the alleged infringer; and (3) take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the allegedly infringing content.
Counter Notification. To be effective, a counter notification must be a written communication provided to TRSP’s DMCA Agent that includes substantially the following:
- 1. your physical or electronic signature;
- 2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- 3. a statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled"; and
- 4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located, or if your address is outside of the United States, for any judicial district in which TRSP may be found, and that you will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a valid counter notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and TRSP will comply with this requirement within a reasonable time (or as otherwise required by law), provided the TRSP DMCA Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain you from engaging in infringing activity relating to the material on the TRSP network or system.
DMCA Agent. The TRSP agent for notice of claims of copyright or other intellectual property infringement can be reached at the following address:
Attention: Copyright Agent
310 W 99th Street, #405 New York, NY 10025
16. Termination of Account.
By User. You may terminate your access to the Services at any time, for any reason, by contacting us at email@example.com. If you are using the VDOT Coach subscription service, you may be able to cancel your directly account in the app.
You can cancel the Premium Services at any time. Once you have cancelled your Premium Service and received confirmation, no other changes can be made to your account. The cancellation of a Premium Service will go into effect at the end of your current billing cycle, and you will have the same level of access to the Premium Service through the remainder of such billing cycle. For example, if you are billed on a monthly basis and cancel during a given month, you will be charged for the entirety of that month and maintain access to the Premium Service through the end of that month. There are no refunds for termination or cancellation of your Premium Service. If you no longer wish to subscribe to a Premium Service, it is your responsibility to cancel your Premium Service in due time, regardless of whether or not you actively use the Premium Service.
If you are a resident of the European Union: You have the right to delete your account with us by contacting us at firstname.lastname@example.org. If you choose to permanently delete your account, the non-public User information that we have associated with your account will also be deleted.
By TRSP. TRSP may remove any item of User Content and/or terminate a User’s account for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by TRSP in its sole and absolute discretion), at any time and without prior notice. TRSP may also terminate a User’s account if TRSP has reason to believe the User is a repeat offender. If TRSP terminates your account, TRSP may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
If you do not pay the fees or charges due for your use of the Premium Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Premium Services (and may do so without notice).
17. WARRANTY DISCLAIMER.
IN ADDITION TO ANY DISCLAIMERS SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRSP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO (A) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR COMMUNICATIONS WITH FELLOW USERS; (B) USER CONTENT; (C) ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRSP OR THROUGH THE SERVICES INCLUDING VIA INTERNAL OR EXTERNAL COACHES OR IN CONNECTION WITH TRAINING PLANS; OR (D) ANY OTHER COMMUNICATIONS, TRANSACTIONS, CONTENT, OR DATA ON THE SERVICES, WHETHER PROVIDED OR OWNED BY YOU, TRSP, OR BY ANY THIRD PARTY OR OTHER USER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES, BUGS, WORMS, "TROJAN HORSES" OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES ("HARMFUL COMPONENTS"), AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
WE ARE NOT RESPONSIBLE FOR THE ACCURACY, APPROPRIATENESS, OR LEGALITY OF USER CONTENT OR ANY OTHER INFORMATION POSTED, SUBMITTED, MADE AVAILABLE, OR ACCESSED BY YOU OR OTHER USERS OF THE SERVICES. WE DO NOT PRE-SCREEN, CONTROL, OR ENDORSE USER CONTENT, AND WE MAKE NO CLAIMS OR REPRESENTATIONS REGARDING ANY CONTENT WE DO NOT CREATE. WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF, RELIANCE ON, OR ANY OTHER CONNECTION BETWEEN YOU AND ANY CONTENT OR DATA THAT ANY USER OR THIRD PARTY MAKES AVAILABLE.
YOU HEREBY ACKNOWLEDGE THAT TRSP MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DOES NOT GUARANTEE INDIVIDUAL RESULTS. YOU, NOT TRSP, IS PERSONALLY RESPONSIBLE FOR THE ACHIEVEMENT OF YOUR INDIVIDUAL PERFORMANCE GOALS.
TRSP IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, INCLUDING THE COACHES WHETHER OR NOT THEY HAVE RECEIVED A DIGITAL COACHING BADGE, AND IS NOT A PARTY TO ANY TRANSACTIONS OR AGREEMENTS, ENTERED INTO BETWEEN USERS OR FOR THE FAILURE OF USERS TO ABIDE BY THEIR CONTRACTUAL OBLIGATIONS AND AGREEMENTS. USER CONTENT, INCLUDING ADVICE, STATEMENTS, TRAINING PROGRAMS, OR OTHER INFORMATION SHOULD NOT NECESSARILY BE RELIED ON. TRSP DOES NOT MAKE ANY CLAIMS, REPRESENTATIONS, GUARANTEES, OR WARRANTIES REGARDING (I) ANY USER CONTENT; (2) USERS’ CREDIT WORTHINESS, HONESTY, BEHAVIOR, CREDENTIALS, OR ABILITY TO PAY; OR (3) ANY USER’S COMPLIANCE WITH RELEVANT LAWS AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR INTERACTIONS WITH FELLOW USERS, PAYMENT AND DELIVERY OF GOODS OR SERVICES, IF ANY, ARE SOLELY BETWEEN YOU AND SUCH FELLOW USER. USER CONTENT IS THE SOLE RESPONSIBILITY OF THE USER FROM WHOM SUCH USER CONTENT ORIGINATED.
TRSP DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION, ADVICE, TRAINING PLANS, OR GOODS AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.
ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF HARMFUL COMPONENTS, WE DO NOT GUARANTEE THAT THE SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICES DO NOT CONTAIN SUCH HARMFUL COMPONENTS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH COMPONENTS. IF YOU RELY ON THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. WHILE WE TAKE MEASURES TO ENSURE THAT INFORMATION IS TRANSMITTED USING REASONABLE SECURITY MEASURES, WE DO NOT GUARANTEE THAT THOSE TRANSMISSIONS WILL BE ENCRYPTED. YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE SECURITY PROTECTION AND BACKUP OF USER CONTENT.
18. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRSP, ITS AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, SHAREHOLDERS, AGENTS, AND LICENSORS, INCLUDING ANY THIRD-PARTY PROVIDER, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, BUSINESS LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) ANY CONTENT OR USER CONTENT, COMMUNICATIONS OR TRANSACTIONS PROVIDED THROUGH OR OTHERWISE FACILITATED BY THE SERVICES OR ANY ERRORS OR OMISSIONS OR INACCURACIES IN THE SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE SERVERS OF TRSP OR ITS THIRD-PARTY PROVIDERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN BY; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) THE INABIILTY TO ACCESS A THIRD-PARTY ACCOUNT; OR (V) ANY HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES EARNED BY US FROM YOU FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $500.00.
YOU WAIVE THE RIGHT TO PURSUE LEGAL ACTION AGAINST TRSP ARISING DIRECTLY OR INDIRECTLY FROM YOUR PARTICIPATION IN THE SERVICES, INCLUDING CLAIMS OR DAMAGES RESULTING FROM DEATH, PERSONAL INJURY, PARTIAL OR PERMANENT DISABILITY OR PROPERTY DAMAGE, MEDICAL OR ECONOMIC LOSSES, INCLUDING ATTORNEY’S FEES, WHETHER CAUSED IN WHOLE OR IN PART FROM THE SERVICES OR ANY INSTRUCTION OR TRAINING ASSOCIATED WITH THE SERVICES AND WHETHER BASED UPON THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY. THIS RELEASE SHALL BE BINDING UPON YORU HEIRS, ASSIGNEES, SUCCESSORS AND PERSONAL REPRESENTATIVES.
19. ASSUMPTION OF RISK / NO MEDICAL ADVICE.
YOU AGREE THAT TRSP IS NOT PROVIDING MEDICAL ADVICE OR OPINIONS VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, WHETHER PROVIDED BY US OR BY OTHER ACCOUNT HOLDERS (I.E. USER CONTENT) OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF OUR CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND TRSP.
YOU EXPRESSLY AGREE THAT THE SERVICES AND YOUR ATHLETIC ACTIVITIES, WHICH GENERATE THE CONTENT YOU POST OR SEEK TO POST THROUGH THE SERVICES CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF TRSP OR BY THE ACTION, INACTION OR NEGLIGENCE OF OTHERS.
YOU REPRESENTS THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE. YOU UNDERSTAND AND AGREE THAT: (I) PARTICIPATION IN THE SERVICES (INCLUDING ANY TRAINING PLAN, PRIVATE COACHING, CLINIC, OR ANY OTHER ACTIVITY OFFERED OR RECOMMENDED THROUGH THE SERVICES) IS VOLUNTARY; (II) SUCH SERVICES INCLUDING ANY TRAINING PLAN, PRIVATE COACHING, CLINIC, OR ANY OTHER ACTIVITY OFFERED OR RECOMMENDED THROUGH THE SERVICES) MAY REQUIRE INTENSE PHYSICAL ACTIVITY; (III) AND THAT SUCH PARTICIPATION CARRIES WITH IT CERTAIN AND INHERENT AND UNAVOIDABLE RISKS, INCLUDING AN INCREASED RISK OF SERIOUS ILLNESS, INJURY, PARALYSIS, OR EVEN DEATH. WITH FULL AWARENESS OF SUCH RISKS, YOU ASSUME THE RISK OF PARTICIPATING IN THE SERVICES. YOU CERTIFY THAT YOU ARE PHYSICALLY FIT AND SUFFICIENTLY TRAINED FOR PARTICIPATION IN THE SERVICES AND THAT YOU HAVE NOT BEEN ADVISED AGAINST PARTICIPATION BY YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONAL.
YOU EXPRESSLY AGREE TO RELEASE TRSP, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE "RELEASED PARTIES") FROM ANY AND ALL LIABILITY CONNECTED WITH YOUR ATHLETIC ACTIVITIES, AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH YOUR ATHLETIC ACTIVITIES. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OR MISUSE OF THE WEBSITE OR SERVICE, (b) YOUR USE OF PROGRAMS CREATED BY TRSP WHILE ENGAGED IN ATHLETIC ACTIVITIES, (c) YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE WEBSITE OR SERVICE, (d) ANY DELAY OR INABILITY TO USE THE WEBSITE OR SERVICE EXPERIENCED BY YOU.
THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRSP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN COMPLIANCE WITH NEW JERSEY’S TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (TCCWNA), N.J.S.A. § 56:12-14, THE DISCLAIMERS SET FORTH HEREIN MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN THE STATE OF NEW JERSEY.
You agree that your use of the Services in another jurisdiction does not give rise to personal jurisdiction over TRSP in jurisdictions other than New York. The laws of the State of New York will govern these Terms and the relationship between you and TRSP as if you signed these Terms in New York, without regard to New York State’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK. In any such proceeding, you agree that service may be made upon you via e-mail at your e-mail address that we then have on-file.
This Section 20 includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
Informal Process First. You agree that in the event of any dispute between you and TRSP, you will first contact TRSP and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of TRSP’s Services, or relating in any way to TRSP’s communications with you, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and TRSP. However, this arbitration agreement does not (a) govern any Claim by TRSP for infringement of its intellectual property or access to the Services that (including the Website) is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access the Services or the date you receive any Services by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and TRSP are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to The Run SMART Project, LLC., 310 W. 99th St. #405, New York, NY 10025. The arbitration shall be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA's Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.
The number of arbitrators shall be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If you are an individual and have not accessed the Services on behalf of an entity, we will reimburse those fees for claims totaling less than $100, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence shall not apply to the below subsection entitled "Class Action Waiver."
Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and TRSP each waive any right to a jury trial.
21. Right to Amend Terms and the Services.
TRSP may modify these Terms, change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content at any time, for any reason or for no reason at all. TRSP may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.
22. Errors, Omissions and Support.
Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product or Service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel Transactions at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.
Due to maintenance, security, or capacity issues, or to events beyond our control, equipment malfunction, power failures, hostile attacks, etc., the Services may be temporarily suspended or affected. We will use commercially reasonable efforts to correct any errors and minimize any disruption and/or inoperability of the Services, whether scheduled or not. Where feasible, we will provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.
23. Modification of Services.
We may modify, update, or discontinue the Services at any time without liability to you or anyone else. However, we will make a reasonable effort to notify you before we make such a change. Users shall bear sole responsibility for backing up their User Content and all other content or materials. If the modified Services are not acceptable to you, your only recourse is to cease using the Services and, if applicable, to terminate your Subscription Agreement.
Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will do so in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver, provided by one of our authorized representatives.
The Agreement does not limit any rights that TRSP may have under trade secret, copyright, patent, or other laws. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TRSP without restriction.
You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect. If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms.
No party shall be liable to another party for failure perform its obligations under these Terms if such failure is caused by any event or condition not reasonably within the control and anticipation of the affected party, including, without limitation, by fire, flood, typhoon, earthquake, explosion, strike, labor trouble or other industrial disturbance, unavoidable accident, war (declared or undeclared), act of terrorism, sabotage, embargo, riot, or any other cause beyond the control of the parties ("Force Majeure"), provided that the affected party promptly notifies the other party of the occurrence of such event or condition and takes reasonable steps necessary to resume performance of its obligations.
The section and paragraph headings in these Terms are for convenience only and do not affect their interpretation. Whenever the words "include," "includes" or "including" are used in the Terms, they shall be deemed to be followed by the words "without limitation." Whenever the word "or" is used in the Terms, it shall not be deemed exclusive. The definitions contained in the Terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.
Regardless of any statute or law to the contrary, any claim or cause of action related to the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If you have any questions, complaints, or claims with respect to the Services or any of the TRSP agreements, you may contact us at email@example.com.
Additional Terms of Service for Users of the VDOT O2 Marketplace.
In addition to all other Terms and policies of TRSP, the following terms apply to Users who access the VDOT O2 Marketplace ("VDOT O2 Terms"). In the event of a conflict between these VDOT O2 Terms and the Terms of Service above, these VDOT O2 Terms shall control.
The VDOT O2 Marketplace provides a communications platform for enabling connections between Users, including individual Users providing running training services (each, a "Coach") and registered Users seeking coaching services (each, an "Athlete"). The coaching services offered or provided in connection with the VDOT O2 Marketplace are hereinafter referred to as "Coaching Products."
Through the VDOT O2 Marketplace, TRSP offers information and a method for Coaches to provide and Athletes to obtain Coaching Products, but TRSP does not and does not intend to provide Coaching Products ourselves. TRSP shall not control or have any right to control the manner or means by which the Coach provides Coaching Products, including but not limited to the time and place the Coaching Products are provided or the tools, methods and materials used by the Coach. TRSP does not supervise a Coach’s work, and has no responsibility or liability for any Coach or Coaching Products. TRSP is not the employer of any Coach.
Although we reserve the right to conduct background checks or other screening at any time by using third party services and available public records in accordance with applicable law, TRSP does not inquire into the backgrounds of its Users or attempt to verify the statements of its Users, including Coaches and Athletes.
1. Account Registration and Information.
By accessing the VDOT O2 Marketplace, you affirm that you are fully able and competent to enter into and comply with the Terms, including these VDOT Terms, and that all the information you submit is accurate and truthful. We only permit individuals who are (i) at least 18 years old or at least 13 years old and have their parent or guardian’s consent to the Terms and (ii) who can form legally binding contracts with us to use the VDOT O2 Marketplace.
We may still refuse to let certain people access or use the VDOT O2 Marketplace. We may also change our eligibility criteria at any time. We reserve the right, but are not obligated, to further limit the access of our Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis.
All Users participating in the VDOT O2 Marketplace must set up an account with our third party money services provider (currently, Stripe) and agree to its policies and to any transactional or other fees charged by the third party provider.
Before becoming a Coach, you may be required to submit an application and provide certain requested information. TRSP reviews applications solely for aesthetic quality control and may require that the quality of the applicant’s photographs, text, and "look and feel" of a profile meet certain TRSP requirements.
In order to access certain services in the VDOT Marketplace, you may be required to register for an account and provide certain profile information such as your name, date of birth, gender, running/athletic history, address, credit card information, email-address, and other relevant details. Registered Users agree that profile information (other than address and credit card information) may be viewed by other Users.
Once a Coach has been approved and activated his or her account, the Coach can then publish a public profile on the Services by providing certain required and optional information that may include, among other things, details regarding your name, location, certifications, photos, experience and expertise, Athlete requirements, availability, fees, and Coaching Products. Users can browse Coaches’ profiles on the Coaching Marketplace and Users, including registered Athletes, can submit requests to communicate with and purchase Coaching Products from the Coaches. The provision of Coaching Products is up to the Coaches and subject to availability; Coaches are not obligated to answer all communications or comply with any requests for the provision of Coaching Products. We reserve the right to cancel or to discontinue making certain Coaching Products available through the Services without prior notice.
3. Coaching Services Agreement.
Once an Athlete makes a purchase on the Services, an agreement has been made (the "Coaching Services Agreement"). Coaches publish minimum requirements for Athletes for each Coaching Product, and have the right to reject or cancel an Athlete’s purchase and the Coaching Services Agreement for any reason, at the Coach’s sole discretion. If a Coach cancels a purchase before the provision of Coaching services, the payment for that Coaching Product will be refunded. The third party processor may charge fees related to refunds or charge-backs; all Users should carefully review those terms.
Users are solely responsible for any issues arising from the use of the Services, including the Coaching Products. Any agreements created between Users are not binding on TRSP.
IN ADDITION TO ALL DISCLAIMERS SET FORTH IN THE TERMS OF SERVICE, WE ARE NOT LIABLE FOR, OR OBLIGATED TO ENFORCE, ANY AGREEMENTS BETWEEN A COACH AND AN ATHLETE.
Users of the Services contract for Coaching Products directly with other Users. TRSP is not a party to any contracts for Coaching Products, including any Coaching Services Agreement, and makes no guarantees or warranties whatsoever regarding the performance or provision of Coaching Products or the Athlete’s ability to meet their payment obligations. The Services facilitate these contracts by supplying a medium through which Users can connect, contract for Coaching Products, and pay/be paid for those Coaching Products ("Payments").
Coaches may change the Coaching Products they offer from time to time. If your Coach changes a subscription Coaching Product, your subscription to the old Coaching Product will be cancelled, and you may have the opportunity to subscribe to a new Coaching Product. Changes to or cancellations of Coaching Products offered that require Athlete subscriptions will take effect at the start of the next subscription period following the date of the change, and you will not be able to use the Coaching Products unless you subscribe to the new Coaching Product.
No refunds or credits will be provided once the Athlete has been charged unless the Coach, in his or her sole discretion, cancels the purchase, or unless TRSP has made an error that needs to be corrected. No other refunds will be issued. The refund method will depend upon the payment method. You can cancel your subscription for a Coaching Product at any time directly in the App or by contacting your Coach directly. If you cancel your payment or subscription before the end of the current subscription period, we will not refund any subscription fees already paid.
While we will use commercially reasonable efforts to ensure the security of all credit card and other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. Payment processing services are provided by third party payment processers and are subject to the fees, terms and policies of such third parties.
TRSP charges fees in connection with certain uses of the Services ("TRSP Fee(s)") and such fees are applied to any and all Coaching Services Agreements. The current TRSP Fee is twelve percent (12%) of the cost of the Coaching Product. This twelve percent (12%) fee, and any payment processing fees charged by the third party service provider (i.e. Stripe) will be automatically deducted from all payments made by Athletes before payment is distributed to the Coach.
Modifications of TRSP Fees will be effective upon written notification to User and will supersede any and all prior versions. By using the Services, you authorize TRSP to withhold TRSP Fees and any other applicable fees from the payments made to the Coach.
All obligations to pay fees related to the Services, including in connection with a Coaching Services Agreement, shall survive the termination of your account or termination of the Services.
Users expressly agree not to attempt to circumvent the Services by independently attempting to communicate with each other through alternative means; such Users will be subject to legal action and their access to the Services may be terminated.
5. Relationship of the Parties; Status.
Each Coach is an independent contractor and has not been engaged by TRSP to perform services on TRSP’s behalf. Rather, the Coach has entered into this Agreement for the purpose of having access to the Services. This Agreement shall not be construed to create any association, partnership, joint venture, joint employer, employee, worker or agency relationship between TRSP and any User or between Users for any purpose. Coaches have no authority (and shall not hold themselves out as having authority) to bind TRSP, and Coaches shall not make any agreements or representations on behalf of TRSP.
6. Coaches: Insurance; Taxes.
It is the sole responsibility of the Coaches to maintain in full force and effect, as applicable, adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, general liability, and other forms of insurance, in each case with insurers reasonably acceptable to TRSP with policy limits sufficient to protect and indemnify TRSP and its affiliates. WE RECOMMEND THAT ALL COACHES OBTAIN GENERAL LIABILITY INSURANCE.
TRSP will not be responsible for withholding or paying any income, payroll, Social Security, sales or value added tax, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Coaches’ behalf. Coaches shall be responsible for, and shall indemnify and hold TRSP harmless for any claims, suits, or actions related to this provision, including any such claims brought by any Coach or by any third party with respect to any claims for taxes or contributions, including penalties and interest.
7. Indemnity; Limitation of Liability.
IN ADDITION TO ALL OTHER LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THE TERMS, USERS AGREE TO HOLD TRSP FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE FROM THE COACHING PRODUCTS. TRSP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY COACHING PRODUCT OR COMMUNICATION OR OTHER TRANSACTION BETWEEN USERS.
YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR PARTICIPATION IN AND PURCHASE OF THE COACHING PRODUCTS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRSP AND ITS AFFILATES FROM ALL LOSS, DAMAGE OR LIABILITY ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE COACHING PRODUCTS.
8. Accident Waiver and Release of Liability.
IN ADDITION TO ALL OTHER WAIVERS, RELEASES, ASSUMPTIONS OF RISK, LIMITATIONS OF LIABILITY, AND DISCLAIMERS SET FORTH IN THE TERMS, BY USING THE VDOT O2 MARKETPLACE, YOU RELEASE, INDEMNIFY, AND COVENANT NOT-TO-SUE TRSP AND ITS AFFILIATES FROM ANY AND ALL PRESENT AND FUTURE CLAIMS RESULTING FROM THE USE OF THE SERVICES FOR ANY REASON WHATSOEVER, INCLUDING PROPERTY DAMAGE, PERSONAL INJURY, OR WRONGFUL DEATH, ARISING AS A RESULT OF ENGAGING IN OR RECEIVING COACHING PRODUCTS OR ANY ACTIVITIES INCIDENTAL THERETO, WHEREVER, WHENEVER, OR HOWEVER THE SAME MAY OCCUR. YOU HEREBY VOLUNTARILY WAIVE ANY AND ALL CLAIMS BOTH PRESENT AND FUTURE THAT MAY BE MADE BY YOU, YOUR FAMILY, ESTATE, HEIRS, OR ASSIGNS, AND RELINQUISH ON BEHALF OF YOURSELF, SPOUSE, HEIRS, ESTATE AND ASSIGNS THE RIGHT TO RECOVER FOR INJURY OR DEATH.
USERS ARE AWARE THAT COACHING PRODUCTS ARE DESIGNED FOR VIGOROUS ACTIVITIES THAT CAN INVOLVE SEVERE CARDIOVASCULAR STRESS, AND UNDERSTAND THAT PARTICIPATION IN THE SERVICES AND THE COACHING PRODUCTS CAN INVOLVE CERTAIN RISKS, INCLUDING, BUT NOT LIMITED TO, DEATH, SERIOUS NECK AND SPINAL INJURIES RESULTING IN COMPLETE OR PARTIAL PARALYSIS, BRAIN DAMAGE, AND SERIOUS INJURY TO VIRTUALLY ALL BONES, JOINTS, MUSCLES, AND INTERNAL ORGANS. YOU AGREE THAT YOU ARE VOLUNTARILY PARTICIPATING IN THIS ACTIVITY WITH KNOWLEDGE OF THE DANGER INVOLVED AND HEREBY AGREE TO ACCEPT ANY AND ALL RISKS OF PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH. YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS TRSP AND ITS AFFILIATES FOR ANY AND ALL CLAIMS ARISING AS A RESULT OF YOUR PARTICIPATION IN COACHING PRODUCTS OR ANY ACTIVITIES INCIDENTAL THERETO, WHEREVER, WHENEVER, OR HOWEVER THE SAME MAY OCCUR. YOU FURTHER UNDERSTAND THAT THIS WAIVER IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY APPLICABLE LAW, AND AGREE THAT IF ANY PORTION IS HELD INVALID, THE REMAINDER OF THE WAIVER WILL CONTINUE IN FULL LEGAL FORCE AND EFFECT.
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