SPORTZPEAK TERMS OF SERVICE

Last updated: November 11, 2011

Welcome to irunsafe.com. These Terms of Service (the "Terms") are a binding legal agreement between you (either an individual or an entity) and SPORTZPEAK, Inc. ("SPORTZPEAK" or "we") regarding your use of our website www.irunsafe.com and the RunSafe sports wellness program ("RunSafe") and other services made available from our website (the website and RunSafe and other services are collectively referred to as the "Service"). Please read these Terms carefully. If you are using SPORTZPEAK on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by these Terms. In addition, when using certain features of the Service, you may also be subject to the guidelines, terms, and agreements applicable to such features ("Policies"). All such Policies are incorporated by reference into these Terms. If these Terms are inconsistent with any Policy, the terms in the Policy will control.

SPORTZPEAK may periodically make changes to these Terms. By using the Service, you accept these Terms and any modifications that we may make to these Terms. You are responsible for reviewing these Terms and any Policies that apply to your use of the Service regularly to stay informed of any changes. If you continue to use the Service after the effective date of any modified terms or policies, you agree to be bound by them as of the date of the modification. If you do not agree to any provision of these Terms, you should not access or use the Service.

1. The Service

RunSafe is a sports wellness program for runners focusing on personalized health advice, injury prevention and performance enhancement. RunSafe provides a comprehensive system that engages athletes for continued motivation and practical behavior change, using assessment and monitoring tools, and a trusted network for improving wellness. You understand that providing inaccurate data will result in inaccurate running recommendations. Please be aware that running and its associated training practices are potentially injurious activities and that any recommendations are provided to reduce the risk of running and not to guarantee that injuries in training cannot occur.

2. No Medical Advice or Endorsement

The content on the Service is for health and wellness informational purposes only and is not intended to be used as medical advice, diagnostic information, or treatment recommendations, or as a substitute for your own judgment or the medical professional opinion of your doctor. You should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions you think you may have. Your participation in any RunSafe session at a participating clinic ("Participating Clinic") does not create an express or implied physician-patient relationship between you and the Participating Clinic or you and SPORTZPEAK. The staff of a Participating Clinic reserves the right to refuse you participation in a RunSafe session based on perceived health risks from your medical history. While SPORTZPEAK may provide you with a list of Participating Clinics and other information, SPORTZPEAK does not recommend or endorse any specific tests, physicians, clinics, products, procedures, opinions, or other information that may be mentioned on the Service.

3. Eligibility

You must be 18 years of age or older, or at least 13 years of age and have been authorized by your parent or guardian, to use the Service. Use of the Service is void where prohibited. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms or you are at least 13 years of age and have been authorized by your parent or guardian. The Services are not intended for those under the age of 13.

4. Registration

You must register by completing a client profile to use certain features of the Service. When registering, you must provide accurate and complete information about yourself, including a verified email address, and promptly update this information if it changes. By registering for an account, you represent and warrant that you are lawfully able to enter into contracts on behalf of yourself or the entity you represent (if applicable). You are responsible for all activities associated with your account. To protect your account from unauthorized use, keep your user identification and password secure. Please notify SPORTZPEAK immediately of any unauthorized use of your account or any other breach of security.

5. Fees; No Refunds

Access to many features of the Service is provided to you free of charge while you will be charged a fee by a Participating Clinic for participating in a RunSafe session ("Paid Services"). SPORTZPEAK collects payment for RunSafe sessions on behalf of the Participating Clinic you select to provide your RunSafe session. When you purchase any Paid Services, you authorize SPORTZPEAK or its third party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase in US dollars, including all applicable taxes, and you agree that SPORTZPEAK can store your credit card information. If SPORTZPEAK does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and SPORTZPEAK may suspend your access to the Services. All sales are final and SPORTZPEAK will not issue refunds, including in the event a RunSafe session is stopped by the staff of a Participating Clinic due to any perceived risk of health problem or injury.

6. Use Restrictions

You will not: (a) use the Service for any commercial purpose, unless expressly authorized in writing by SPORTZPEAK; (b) access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (e) deep-link to any portion of the Service for any purpose without our express written permission; (f) "frame," "mirror," or otherwise incorporate any part of the Service into any other website without our prior written authorization; or (g) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation.

7. User Content

You may post, transmit, or store certain materials and information to the Service ("User Content"). You may not post, transmit, or store User Content to the Service unless you own all necessary right, or have permission from the rightful owner of the User Content. You agree not to post, transmit, distribute, upload, or otherwise disseminate through the Service any of the following:

  • Material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
  • Material that misrepresents your affiliation with any person or entity or impersonates another person or entity;
  • Material that violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, rule, regulation, or order of any governmental authority in any jurisdiction;
  • Material that infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;
  • Private or confidential information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality;
  • Material that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services or any political campaigning (except in portions of the Service that are expressly designated as portions in which such material is allowed);
  • Comments that in any way refer to persons under 18 years of age;
  • Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
  • Material that, in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portions of the Service, or which may expose us or our users to harm or liability of any nature.

We take no responsibility and assume no liability for any material posted, stored, or uploaded by you or any third party, or for any loss or damage to any of that material. Although we have no obligation to screen, edit, or monitor any material posted on or transmitted through the Service, we reserve the right, and have absolute discretion, to remove, screen, and edit any material posted, stored, or transmitted on or through the Service at any time and for any reason without notice.

If you post material on or through the Service, then, unless we indicate otherwise, you (a) grant us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such material throughout the world in any media; (b) grant us and our affiliates, subsidiaries, and sublicensees the right to use the name that you submit in connection with such material, if we choose; and (c) represent and warrant that you own and control all of the rights to the material that you post or you otherwise have the right to post such material to the Service and the use and posting of material you supply does not violate these Terms, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for third parties.

8. Modifications to the Service

SPORTZPEAK reserves the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the Service without notice in our sole discretion. Neither us nor our suppliers or licensors will be liable to you or to any third party for any modification, discontinuance, or restriction of the Service.

9. Term and Termination

Your account remains in effect unless you cancel it or unless SPORTZPEAK terminates your account as provided by these Terms. To terminate your account, please email SPORTZPEAK at support@irunsafe.com. Notwithstanding any provision of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your account and to block, restrict, and prevent your future access to, and use of, the Service.

10. Feedback

Any materials, including but not limited to comments, suggestions, identifying potential errors and improvements, ideas, or other information, provided by you in the form of email or other submissions to us (excluding material that you post on the Service in accordance with these Terms) (collectively "Feedback"), are non-confidential and you hereby grant to us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use your Feedback for any purpose without compensation or attribution to you.

11. Copyright Infringement

We respect the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (c) your address, telephone number, and email address; (d) 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 (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your user content, you may send a counter-notice containing the following information to the copyright agent: (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Our designated agent for notice of copyright infringement can be reached at:

SPORTZPEAK, Inc.
Attention: SPORTZPEAK Copyright Agent
1000 Windjammer Circle
Foster City, California
support@sportzpeak.com

12. Trademarks

SPORTZPEAK, the SPORTZPEAK logo, irunsafe, RunSafe, the RunSafe logo, and any other product or service name or slogan or domain name contained on the Service are trademarks or registered trademarks or intellectual property of SPORTZPEAK and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the applicable trademark holder. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

13. Ownership

We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you.

14. Third-Party Content

The Service may contain links to Web pages and content of third parties ("Third-Party Content") as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy or completeness.

Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Service. You access and use Third-Party Content at your own risk.

The Service may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.

15. Privacy Policy

We may collect registration and other information about you through the Service. By participating in a RunSafe session, you also will be considered to have consented to the Participating Clinic providing us with personal information about you. Our collection and use of this information is described in the Privacy Policy available at www.irunsafe.com/privacy.

16. Indemnification

You will defend, indemnify, and hold harmless SPORTZPEAK, its subsidiaries, affiliates, partners, and third-party advertisers and their respective directors, officers, agents, employees, licensors, and suppliers from and against any costs, damages, expenses, and liabilities (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

17. Disclaimer of Warranties

YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE THROUGH THE SERVICE AND YOUR INTERACTIONS AND DEALINGS WITH ANY PARTICIPATING CLINIC, IS AT YOUR SOLE RISK. THE SERVICE AND ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPORTZPEAK AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPORTZPEAK DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING SPORTZPEAK THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

18. Limitation of Liability

NEITHER SPORTZPEAK NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, MEDICAL MALPRACTICE OR PERSONAL INJURY (EVEN IF SPORTZPEAK OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE MAXIMUM TOTAL LIABILITY OF SPORTZPEAK AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $50. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Consent to Electronic Communications

By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

20. General Legal Notices

Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Any provision in these Terms that by its nature should survive the termination of your license to access the Service or any termination of these Terms (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination.

These Terms are governed by the laws of the State of California, excluding conflict of laws principles. Any controversy or claim arising out of or relating to the Service or these Terms must be commenced by you within one year after the claim arose and will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in San Francisco County, California and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.

These Terms, including all Policies, constitute the entire agreement between you and SPORTZPEAK concerning the Service. These Terms supersede all prior agreements or communications between you and SPORTZPEAK regarding the subject matter of these Terms.

21. Questions & Contact Information

If you have any questions or concerns about the Service or these Terms, you may contact SPORTZPEAK at www.irunsafe.com/terms or write to us at support@sportzpeak.com.