Terms of Use

WOMANWORX, LLC

This Terms of Use Agreement (the “Agreement”) governs the terms, conditions, access, use and services provided by WomanWoRX, LLC (referred to as “WomanWoRX,” “us,” or “we”), available at WomanWoRX.com to the Client, defined below.

By using WomanWoRX.com, Client signifies acceptance of this Agreement thereby agreeing that the terms stated herein shall govern Client’s access to and use of the Site, defined below, and the Services, defined below. WomanWoRX reserves the right to amend this Agreement from time to time without notice. All modified terms and conditions shall take effect immediately upon posting the revised Agreement to WomanWoRX.com. Client agrees that unless explicitly stated otherwise, any new feature that augments or enhances the Site or Services will be subject to this Agreement.

1. DEFINITIONS.

“Client(s)” means the registered member using the Site and Services being provided under the terms of this Agreement. A Client of WomanWoRX must be at least 18 years of age and legally capable of entering into binding contracts under applicable law.

“Client Information” means the actual data reported by or on behalf of Client. The general characteristics of the data reported may be amalgamated, identified or de-identified in WomanWoRX’s sole discretion. Client Information does not include how that information is arranged in the database, the means or methods used to access the same, or the compilation of that for purposes of creating or providing any information pertaining to the same. Client Information also does not include any of the software or other processes used to collect the data or, to the extent that WomanWoRX reports or compiles the same, the software or programs used by Client for purposes of conveying the Client Information to the database.

“Confidential Information” means any and all proprietary and confidential information of WomanWoRX or any third party, whether furnished to Client through written, oral, electronic, or other means, which is related to WomanWoRX’s business and including, but not limited to, all business information, technical know-how and trade secrets, all or part of which could or may injure or damage WomanWoRX or any third party if disclosed to or used by, on behalf of, or for the benefit of any third party. “Confidential Information” shall also include, without limitation, the formation and structure of the Client Information within its database, the arrangement of Client Information for purposes of access to the same and the software utilized to access the same, and the use and format of that software, including any and all information necessary to compile and operate the software.

“WomanWoRX” means WomanWoRX, LLC.

“Services” shall mean those Services provided by WomanWoRX or its affiliates, service providers, partners and other third parties through the Site, including but not limited to fitness videos, meditation and mindfulness exercises, nutritional information and recipes and other general health, wellness and lifestyle information. These Services allow Client to use the Site, including uploading certain Client Information to allow Client to enhance its use of the Site.

“Site” means all of the features of WomanWoRX.com.

“Use” means to access, view, download from, or otherwise benefit from using the functionality of the Site.

2. INFORMATION COLLECTION.

WomanWoRX uses information collected from Client only to provide Client access to WomanWoRX Services. Client Information will never be sold, exchanged, transferred, or given to any other company for any reason without its consent. We do not intentionally gather information about persons who are under the age of 18.

3. ACCESS; SECURITY.

WomanWoRX will operate or make a contract with a third party to operate the Site and will provide the Services during the term of this Agreement. Client may be able to review, update or modify certain Client Information that is stored in Client’s member account, by logging in to “My Account” on the Site. We may ask the Client to verify their identity before they are able to edit or delete any information. Client’s right to delete information is subject to our records retention policies. Clients that create a member account on our Site are responsible for maintaining the confidentiality of their account password and for any other activity that occurs under their account.

WomanWoRX makes no warranty or commitment to any functionality or features not generally available as of the date of this Agreement, including capability or compliance with Client’s systems or operations. WomanWoRX will use commercially reasonable efforts to make the Site available 24 hours a day, 7 days a week, except for planned downtime (for which reasonable notice will be provided) or any unavailability caused by circumstances beyond WomanWoRX’s control including but not limited to power outages, acts of God, fire, floods, acts of terror, internet service provider failures, or delays or denial of service attacks.

WomanWoRX uses various efforts intended to safeguard the security and integrity of the information on our Site, including operating a secure network and database. However, Client understands and acknowledges that the information, Confidential, Client and otherwise, is transmitted across the Internet and through systems and operations that WomanWoRX has no control over. Client acknowledges and agrees that WomanWoRX is not responsible for any communication that is delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned or operated by WomanWoRX, including but not limited to the internet and Client’s local network.

4. REGISTERED MEMBERS.

In order to gain access to the Site’s Services, you must become a registered member of the Site and sign up for a monthly membership account. WomanWoRX offers various membership plans, which may change from time to time, in WomanWoRX’s sole discretion. To become a registered member, click the “Join” tab at the top of the browser and follow the prompts. You must register in accordance with the instructions that you find on this Site to participate in, and to contribute to, any community feature of our Site.

If you elect to become a registered member of the Site, you agree to provide us with accurate and complete information, and to maintain and promptly update such information. You agree not to assign, transfer or sublicense your rights as a registered user of this Site. You further agree not to register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Site.

5. COMMUNITY GUIDELINES.

WomanWoRX has established certain Community Guidelines to ensure the forums on the Site are a safe and enriching place for all members. We encourage our members to offer advice and share ideas to improve their fitness, health and wellness experience. Our community forum (“Community”) is primarily self-managed and self-governed and all members must conduct themselves with a high degree of integrity, decency and respect. Use of this Community is subject to the following Community Guidelines:

5.1. CLIENT ACKNOWLEDGEMENT.

• You acknowledge you may only have one account. Clients who use multiple accounts will have their accounts deactivated.
• You acknowledge that you are not under the age of 18.
• You acknowledge that you alone are responsible for the material you post in public areas of the Site.
• You acknowledge that any post you make will be publicly available on the internet and may be indexed by search engines.

5.2. CLIENT INTERACTION.

• You agree not to make any physical or other threats to any other members. In most cases a physical or other threat warrants automatic termination of the member’s account.
• You agree not to discuss other members in a negative manner or attack them personally.
• You agree not to advise other members to leave the Community or post elsewhere.
• You agree not to make sweeping comments to large groups of people.
• You agree not to restrict or inhibit another member from using or enjoying the Site.
• You agree not to impersonate any person, including but not limited to other members.

5.3. RESTRICTED CONTENT.

• You may not Use the Site to post content (including links to content or photos):
• o That exploits, solicits or harms minors;
• o That is violent, racist, incendiary or otherwise objectionable;
• o That is abusive, threatening, slanderous or belligerent;
• o That violates federal, state or local law;
• o That contains obscene, vulgar or sexually explicit materials (including photos and videos);
• o That glorifies self-harm, suicide, anorexia or bulimia;
• o That downloads viruses, spyware or other programs that impair Site performance;
• o That infringes the intellectual property, privacy or other rights of third parties; or
• o That is for commercial or advertising purposes.
• You also may not Use the Site to:
• o Harvest or collect information from the Site using automated software;
  o Gain unauthorized access to the Site or to any account or computer system connected to the Site;
  o Stream catch, or download, store or transmit copies of streamed content;
  o Flood the Site with requests or otherwise overburden, disrupt or harm the Site and its systems; or
  o Circumvent or reverse engineer the Site or its systems.
  

5.4. CONTENT REMOVAL.

• WomanWoRX reserves the right to monitor the Community for adherence to the Community Guidelines set forth above and this Agreement, or for any other purpose.
• WomanWoRX reserves the right to evaluate postings on a case-by-case basis and remove content that WomanWoRX, in its sole discretion, deems to be inappropriate and/or in violation of the Community Guidelines or this Agreement.

6. PROPRIETARY RIGHTS AND LICENSE.

Client agrees that all right, title and interest in and to any and all intellectual property rights in the Site and Services are owned exclusively by WomanWoRX. This shall include but not be limited to any changes, modifications or updates, regardless of the source of the suggestion or comment, even if originating from a Client. The license granted to our Clients does not convey any rights except for the limited right of access to and the right to Use the Site as set forth in this Agreement.

7. COPYRIGHT INFRINGEMENT NOTICE.

If you are a copyright owner who believes in good faith that your copyrighted material has been reproduced, posted or distributed on the Site in a manner that constitutes copyright infringement, please send us notice of such infringement. We will terminate the Site usage privileges of members who are infringers of intellectual property rights.

8. HEALTH DISCLAIMERS.

This Site provides fitness, nutrition and weight loss management and information and content and is intended only to assist members in their personal fitness, nutrition and weight loss efforts. WomanWoRX is not a medical organization, and its members are not physicians, dieticians, therapists, counselors or personal trainers. Therefore, WomanWoRX cannot give you any medical advice, diagnosis or treatment. Nothing contained in this Site should be construed as such advice, diagnosis or treatment. The information generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment.

You are urged and advised to seek the advice of a physician before beginning any fitness, nutrition or weight loss effort or regimen. This Site is intended for use only by healthy adult individuals. The Site is not intended for use by minors, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of fitness, nutrition or weight loss effort or regimen.

All information is intended for your general knowledge only, and is not a substitute for medical advice, diagnosis or treatment for specific medical conditions. The information on the Site has not been evaluated by the FDA and is not intended to treat, diagnose, cure or prevent any disease. The information on the Site has not been formulated to suit any nutrient deficiencies, allergies, or any other food-related health problems. We cannot and do not give you medical advice. You should seek prompt medical care for any specific health issues and consult your physician before purchasing any product(s). We do not recommend the self-management of health problems. Information obtained by using our services is not exhaustive and does not cover all diseases, ailments, physical conditions or their treatment.

9. WARRANTY DISCLAIMERS.

WOMANWORX MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THIS SITE AND/OR ANY CONTENT, DATA, SOFTWARE, MATERIALS, INFORMATION, PRODUCTS, SERVICES, AND/OR OPERATION OF THE SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT THE USE OF THIS SITE IS AT YOUR SOLE RISK. WOMANWORX EXPRESSLY DISCLAIMS ANY RESPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED THAT THE SITE WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR VIRUS-FREE. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION IN THE DATA PROVIDED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WOMANWORX DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE INCLUSION OR OFFERING OF ANY PRODUCT OR SERVICE ON THIS SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCT OR SERVICE.

10. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOMANWORX, ITS AGENTS, CONSULTANTS, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE SITE OR ANY WEBSITE OR WEBSITES LINKED TO THE SITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; OR (F) ANY OTHER MATTER RELATING TO OUR SITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, COSTS, EXPENSES OR JUDGMENTS (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE USE OF THE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SITE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. INDEMNIFICATION.

You agree to defend, indemnify and hold WomanWoRX, its officers, contractors, employees and agents harmless from any and all third party liability, claims, damages, costs, expenses or judgments allegedly arising from, or related to, your Use or misuse of the Site and its Services, your submissions to the Site, or any violations of this Agreement or applicable law by you or someone accessing the Site via your account. The obligations set forth in this section shall survive the termination of this Agreement and your Use of the Site.

12. GENERAL PROVISIONS.

12.1. ASSIGNMENT. Client may not assign, transfer, pledge, or otherwise dispose of this Agreement nor any interest therein without the prior written consent of WomanWoRX, in its sole discretion. WomanWoRX may assign this Agreement without the consent of Client. If either party is unable to perform this Agreement due to circumstances beyond its control, e.g. Act of God, war, riot or labor strife, the performance shall be suspended until the circumstance is resolved.

12.2. WAIVER. A waiver of the specified default shall not be a waiver of any other or subsequent default. No waiver by either party of any provisions hereof shall constitute a waiver of any other matter. No failure on the part of either party to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof.

12.3. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota, notwithstanding any choice of law rules thereof. Any dispute, action, or suit regarding this Agreement will be venued in the state courts of Minnesota, Fourth Judicial District in Hennepin County, which shall have exclusive jurisdiction over such claims. Client consents to the jurisdiction of the state courts of Minnesota, Fourth Judicial District in Hennepin County.

12.4. ENTIRE AGREEMENT. This Agreement constitutes the full understanding and agreement between the parties and may only be modified periodically by WomanWoRX, in its sole discretion.

13. TERMINATION

This Agreement will remain in full force and effect while you Use the Site and/or its Services. You may terminate your WomanWoRX account at any time, for any reason. WomanWoRX may terminate your account at any time, with or without cause, by sending notice to you at the email address you provide in your member registration, or such other email address as you may later provide to WomanWoRX. Grounds for termination of your account include but are not limited to, violation of any of the Community Guidelines, copyright infringement and fraud.