HELIYO, LLC, and its affiliates, predecessors, subsidiaries and related entities (collectively, “HELIYO”, “Us”, “We” and/or “Our”), are pleased to provide you, Our Client (hereinafter referred to as “Client, “You” and/or “Your”) with the terms and conditions under which You will be permitted to access, browse and use Our web site, its content, Our applications, programs, processes, systems, services, data, instructions, suggestions, designs, information, elements, products, goods, software, technology, video capabilities, items and all materials, including, without limitation, Our biomechanics, strength and flexibility assessments and exercises, video capabilities, motion analysis, neuromuscular re-education, athletic performance training and conditioning, workouts, exercises and activities (collectively, “HELIYO Services”), as follows:
- Contract between You and HELIYO.
- Terms: The following terms and conditions of access, browsing and/or use (“Terms”) and Your agreement to these Terms form a legally binding agreement (“Agreement”) between you and HELIYO and govern Your access, browsing and use of the HELIYO Services (collectively, “Services”). We may, in Our sole discretion, amend, change or revise these Terms, the Services, and any information contained in this web site from time to time to comply with laws or to meet Our changing business requirements. These amendments, changes or revisions shall be effective immediately for new customers upon being posted; and, for existing customers, any amendments, changes or revisions shall be effective fifteen (15) days after posting unless otherwise stated. By continuing to access, browse and/or use any Services after amendments, changes or revisions are posted, You expressly accept any applicable amendments, changes or revisions.
- Acceptance of Terms: By signing hereinafter below, and/or by accessing, browsing and/or using any Services including Our web site, You acknowledge that You have read, understood and agree to the Terms, and agree to be bound and abide by the Terms, including disclaimers, representations and statements as well as any amendments thereto. Please read the Terms very carefully before signing hereinafter below and/or accessing, browsing and/or using the Services, and particularly note that the Terms may affect Your legal rights. If You do not agree to the Terms, please do not sign hereinafter below and immediately cease and stop accessing, browsing and/or using the Services and this web site.
- HELIYO Ownership; Intellectual Property; Limited License.
- Ownership: You acknowledge and agree that the Services, including Our web site, its contents, applications, elements, programs, processes, systems, services, data, instructions, suggestions, designs, information, elements, products, goods, software, technology, Our and Your videos, assessments, exercises, video and motion analysis, training, conditioning, workouts, exercises, activities logos, names, formats, directories, algorithms, structure, organization, designs, text, graphics, software, files, information and materials, and any other intellectual property contained therein, including, without limitation, patents, copyrights, trademarks, service marks, proprietary or other rights arising therefrom, are the intellectual, proprietary and confidential property and information of and are owned by Us. You acknowledge, permit and agree that We may make every and any use, in Our unrestricted and sole discretion, of any items and materials created, developed, supplied and/or provided by You and/or Us in Your participation and involvement in the Services, including but not limited to, any video(s) or filmed activities, all of which shall be owned by Us. You agree (i) to execute any and all writings, documentation and paperwork We deem necessary to confirm said ownership and Our right to use; (ii) You will do nothing inconsistent with, nor to interfere or infringe upon, Our ownership; and, (iii) You do not gain and are not entitled to any right, title or interest in or to Us nor to the Services, by reason of this Agreement or by any access, browsing or use, and, no right, title or interest is granted or conveyed to You herein, nor is any implied.
- Limited License: After You have accepted the terms, and if You have not defaulted or breached the Terms, You are granted a limited, revocable, non-exclusive, non-transferrable license to access, browse and/or use Services for your personal, non-commercial use only. We can terminate, cancel, revoke and/or change this limited license at any time for any reason whatsoever in Our sole and absolute discretion. You agree that We shall not be liable for any termination, cancellation, revocation or change of Your license and/or Our permission for You to have access, browsing or use of Our website or Services.
- Restrictions: You are prohibited from, and expressly agree that You will not: (i) circumvent, disable, decompile, reverse engineer, disassemble, interfere with or otherwise affect Our web site, its contents or protection system, technology, or Services; (ii) remove any identification, copyright or other proprietary notices; (iii) access, browse or use in any improper, unlawful or unauthorized manner; (iv) access, browse, use, alter, copy modify, store, transfer, sell, reproduce, distribute, republish, download, display, post, create derivative works of, or exploit or affect any Services, except as expressly authorized herein; (v) introduce a virus or other harmful component, or otherwise tamper with, impair, damage, or interfere with any other person’s use or enjoyment of Services; (vi) transfer, license, permit, sell, exploit or make any commercial use of Services; or, (vii) fail to comply with any applicable local, national and/or international law, rule, regulation, requirement and/or ordinance in connection with Your access, browsing and/or use of any Services.
- No Medical Advice; Assumption of Risk.
- Services Do Not Constitute Medical Advice: Although HELIYO provides its Services with Your health and safety in mind, it is critical that You consult Your personal physician seeking his/her permission and advice before participating in any Services, including any conditioning, training, exercise, work out, or activities, and before using any Services. The Services are provided for informational purposes only; to assist users in their athletic conditioning, training, exercise, work out and performance efforts safely and consistent with their own medical condition, and under the guidance of their own medical professional and medical advice; to be used with common sense and with caution when performing drills, exercises, workouts and activities while also recognizing every user’s individual condition, fitness, needs and abilities are unique; that drills, exercises, workouts and activities are not safe or suitable for everyone; and, Your individual results will vary. Services are only intended for use by healthy adults. Services are not intended for use by minors under the age of 13, any minors without parental or guardian permission, pregnant women, individuals with Type 1 diabetes or with any other medical or nutritional condition causing use to be unsafe or dangerous. Please always seek medical advice before and while using. Services are not intended to diagnose any medical condition, or replace the advice of a healthcare professional, or provide medical advice, diagnosis or treatment. Always follow Your doctor’s advice, immediately stop any activity causing pain or discomfort, and call ‘911’ if you feel you have a medical emergency. Your use of any Services does not create a doctor-patient relationship between You and HELIYO or any associated entity or person.
- Assumption of Risk: You expressly acknowledge and agree that Your access, browsing and/or use and/or participation or involvement with any Services may involve potentially dangerous activities and physical activities that may lead to personal and/or bodily injuries, damages, losses and even death. You hereby acknowledge, and voluntarily and willingly accept, these risks and agree to unconditionally release, waive and hold HELIYO harmless from and against any and all claims, demands, causes of action, suits, injuries, damages, losses, costs and expenses arising out of or connected with Your access, browsing and/or use and/or participation or involvement in and with HELIYO and/or its Services.
- Disclaimer; Limitation and Release of Liability; Indemnification.
- Disclaimer of Warranties: You acknowledge and agree that We provide Our Services, including without limitation the content and information of the website and any drills, exercises, workouts and activities, “as is” and “as available”, without any assurances or guarantees of any kind or type as to the results. We expressly disclaim and don’t make any warranties and representations, express or implied, regarding the Services, including without limitation, any implied warranties of merchant ability, fitness for a particular purpose, non-infringement, satisfactory quality, and warranties arising from course of dealing, usage or trade practice. We make no guarantee or warranty that the Services will meet Your requirements or that they will be uninterrupted or error-free. We further make no guarantee or warranty as to Your particular health and wellness goals, results, benefits or outcomes that may be achieved or obtained through use of any Services. You agree to use the Services at Your own risk.
- Limitation of Liability: To the maximum extent permitted by law, in no event shall We or Our agents, representatives or employees be liable for any injuries, any damages, including special, general, compensatory, indirect, direct, incidental, consequential or exemplary damages, any losses, including lost profits, lost data or confidential or other information, loss of privacy, costs or procurement, and failure to meet any duty, including without limitation, duties of good faith or of reasonable care, any negligence or otherwise, regardless of the foreseeability and/or if We were advised of such damages or of any advice or notice given to Us or Our agents, representatives or employees arising out of in connection with Your access, browsing or use of any Services. This limitation shall apply regardless whether the damages and/or injuries arise out of breach of contract, negligence, tort or any other legal theory or form of action. Additionally, and not withstanding anything contained herein to the contrary, the maximum liability of Us to You under all circumstances will be limited to the amount You actually paid Us, if any, within ninety (90 ) days of any Services. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between You and Us. The Services would not be provided without such limitations. We will not be liable for default, breach or failure to perform any obligation under the Terms if such failure is caused by the occurrence of any unforeseen circumstance beyond Our reasonable control, including, without limitation, any internet outages, communications outages, fire, flood, insurrection, riot, terrorist threat or action, or war (“Force Majeure”).
- Release and Waiver of Liability: As a participant in and performing activities connected with the Services, (i) You state and represent that You have consulted with Your personal physician and that You are physically fit and mentally capable of safely performing all activities connected with the Services; (ii) You recognize and acknowledge that there are risks of personal and bodily injuries (including death), damages and/or losses which You may sustain and suffer as a result of participating in and performing activities associated with the Services; (iii) You voluntarily wish and agree to participate and perform the activities with full knowledge and acceptance of the risks; and, (iv) You hereby fully release and discharge Us and Our agents, representative and employees from any and all liability, claims, injuries, damages, suits, causes of action, and losses which You have or may have or which may accrue on account of Your participation, involvement and/or performing the activities and Services, and under this Agreement, now and forever.
- Indemnification: You agree to protect, defend, indemnify and hold US and Our representatives, agents and employees harmless from and against any claims, demands, damages, injuries or losses (including attorneys fees) made, suffered, claimed or incurred by any third party arising out of or relating to or connected with Your access, browsing or use of any Services, including the website and its content, Your actions or inactions, Your default or breach and/or violation of the Terms, and/or Your violation of any rights of a third party.
This Agreement: (i) is the entire agreement between You and Us and supersedes all prior and contemporaneous agreements, understandings and discussions; (ii) cannot be modified except in writing signed by both You and Us; (iii) the invalidity or unenforceability of any particular provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or unenforceable provision(s) were omitted; (iv) no waiver of any provision shall be deemed nor shall constitute a waiver of any other provision; (v) We have the right, in Our absolute and sole discretion, to terminate and/or cancel this Agreement and/or Your access, browsing or use of Services and Our website, for any reason whatsoever, and without any liability whatsoever; (vi) the prevailing party in any dispute regarding the interpretation or enforcement of this Agreement shall be entitled to his/her/it’s reasonable attorneys fees and costs; (vii) is made and executed in the State of California, shall be governed by and interpreted under the laws of the State of California, which is the venue for all disputes, and You agree that the State of California has personal jurisdiction over You; and, (viii) You represent and warrant that You and each of the signatories below are authorized to enter into this Agreement.