End User License Agreement
BARRE CODE PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THE AGREEMENT.
BY CLICKING “I AGREE” YOU: (A) ACCEPT THE AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY THE TERMS SET FORTH BELOW AND INCORPORATED HEREIN; (B) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE; (C) AGREE TO THESE TERMS ON BEHALF OF YOURSELF
INDIVIDUALLY; AND (D) TO THE EXTENT APPLICABLE, YOU AGREE TO THIS AGREEMENT ON BEHALF OF THE BUSINESS IDENTIFIED DURING THE REGISTRATION PROCESS FOR THE SERVICE AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF SAID BUSINESS.
In addition to those terms otherwise defined herein, for purposes of this Agreement, the following terms have the following meanings: “Authentication Information” means the user name, password, or other piece of information provided by Barre Code to allow access to secure parts of the Service not otherwise publically available. “Barre Code Content” means any and all content or information available through the Service, together with any other information proprietary and/or confidential to Barre Code and which may otherwise be made available to Licensee, including without limitation, n videos, manuals, work-out ideas and guidelines, and that which is normally considered confidential or is indicated by Barre Code to be confidential or proprietary, and any and all embodiments thereof, whether tangible or intangible, regardless of how documented, and regardless of whether in existence as of the effective date of this Agreement or created thereafter. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Postings” means all information, data or content that is posted, submitted, transmitted, or otherwise made available on the Service by Persons other than Barre Code, including Licensee. “Barre Code Parties” collectively refers to Barre Code and its affiliates together with their respective parent and subsidiary entities as well as each of their respective employees, agents, officers, directors, and licensors. “Third Party” means any Person other than Licensee or Barre Code. “Service” means the online viewing platform and resource known as The Barre Code On Demand.
Subject to the terms and conditions of this Agreement, Barre Code hereby grants Licensee a limited, non-exclusive, nonsublicenseable (unless agreed to in writing by Barre Code), nontransferable, revocable, royalty-free license to access the Service during the term of this Agreement solely for Licensee’s access and use the Service and Barre Code Content thereon for Licensee’s personal use (the “License”). Except for the limited License granted herein, nothing herein shall not be construed as a license, assignment or other transfer of any such right, title and interest to Licensee.
Licensee shall not, whether directly or indirectly, without Barre Code’s prior written consent: (a) allow Third Parties to use or access to the Service; (b) use or access the Service or Barre Code Content for resale or otherwise in any commercial application or service except as provided in this Agreement; (c) sell, rent, lease, lend, license, sublicense, distribute or otherwise transfer Barre Code Content or access to the Service to any third party; (d) decompile, disassemble or reverse engineer the Service or Barre Code Content, in whole or in part; (e) write or develop or attempt to distribute any derivative of or information based upon the Service or Barre Code Content; (f) provide, disclose, divulge or make available to, or permit use of the Service or Barre Code Content by any third party; (g) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on the Service or Barre Code Content; (h) use the Service or Barre Code Content in violation of any law, regulation or rule or in violation of third party rights; (i) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Service; (j) use the Service in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems; or (k) use the Service for purposes of competitive analysis, the development of a competing product or service or any other purpose that is to Barre Code’s commercial disadvantage
4. Changes and Modifications to the Service and Barre Code Content.
You acknowledge and agree that Barre Code reserves the right, in its sole discretion and without notice, to revise and modify the Service in any manner it sees fit. Without limiting the generality of the foregoing, you acknowledge and agree that Barre Code may, in its sole discretion and without notice: (a) suspend or completely cease provision of the Service; (b) modify, remove, add and otherwise change any Barre Code Content made available through the Service; and (c) charge a one-time or regular fee for access to the Service or provision to all or certain Barre Code Content.
5. Responsibility for Use of Service.
Licensee is responsible and liable for all uses of the Service through access to the Service provided to Licensee by Barre Code. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Service by those users Licensee authorizes to use Licensee’s Authentication Information, whether or not such access or use is permitted by or in violation of this Agreement. Licensee agrees that Authentication Information is Barre Code Content and personal to Licensee and agrees not to provide any Third Party with access to the Service or portions of it. Licensee agrees to notify Barre Code immediately of any unauthorized access to or use of Authentication Information or any other breach of security.
6. Maintenance and Support.
You acknowledge and agree that Barre Code shall have no obligation whatsoever to provide any technical support, updates, customization, maintenance, !2 upgrades or training of any type or nature for or in connection with the Service, unless separately and explicitly agreed to in writing by Barre Code. You also agree that Barre Code has made no representation, express or implied, with regard to the quality or operability of the Service or Barre Code Content. Licensee agrees and acknowledges that the Service may be provided, at least in part, with the use of third party software, third party cloud services and/or third party hardware, and that access to the Service and the rights granted hereunder may be subject to license restrictions or agreements governing the same. Licensee expressly acknowledges and agrees that: (a) Barre Code shall not be deemed to be in breach of this Agreement in the event such third-party restrictions or agreements limit your rights to or otherwise hinder your use of the Service; and (b) Barre Code shall not be liable for any damages or liability related to third party software, services and hardware, including, without limitation, lost data or inputs and/or any other hardware malfunctions.
7. Intellectual Property.
As between Licensee and Barre Code, Barre Code shall be the sole owner of all right, title and interest in and to the Service and Barre Code Content and all improvements in, modifications to, and derivative works thereof, together with all Intellectual Property Rights in the foregoing, whether or not developed, conceived or actually reduced to practice by Barre Code solely or jointly with Licensee or otherwise. To the extent Licensee acquires rights in or to any of the foregoing, Licensee hereby grants, assigns and transfers to Barre Code, without the requirement of additional consideration, all right, title and interest (whether past, present or future) in and to the same. For the avoidance of doubt, the foregoing assignment shall include Postings which shall be deemed Barre Code Content hereunder.
Licensee agrees to protect and safeguard the confidentiality of all Barre Code Content and not to use Barre Code Content in any manner to Barre Code’s detriment, or otherwise make use of Barre Code Content except for the purpose of using the same in accordance with the License.
9. Videos and Reproduction of Likeness.
10. Term & Termination.
This Agreement shall commence on the date on which you accept it via registration for Authentication Information and/or access to the Service and shall continue until the earlier of (i) Licensee’s notice to Barre Code to terminate this Agreement and cease use of the Service, which notice may be provided by email, social media, text, and/or in-studio announcements; (ii) Barre Code terminates the Agreement, with or without notice, which termination may be with or without cause; and (iii) the expiration or termination of any Agreement under which Barre Code is to provide services to Licensee !3 generally. In addition to the foregoing, Barre Code may temporarily or permanently disable access to the Service and/or the operability of certain Authentication Information provided to Licensee in the event Barre Code suspects an actual or potential violation of this Agreement. Nothing herein shall allow Licensee to retain any copies of Barre Code Content. Sections 7, 8, 9 and 11 through 18 shall survive termination of this Agreement.
11. Disclaimer of Warranties.
THE SERVICE IS OFFERED ON AN “AS IS” BASIS AND IS SUBJECT TO CHANGE AT ANY TIME. BARRE CODE MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICE. THIS MEANS THERE ARE NO WARRANTIES OF TITLE, NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF COMPATIBILITY, SECURITY, ACCURACY, OR NONINFRINGEMENT. FURTHERMORE THERE ARE NO WARRANTIES THAT THE SERVICE SHALL BE UNINTERRUPTED OR FREE OF DOWNTIME. THERE ARE NO WARRANTIES THAT THE SERVICE OR BARRE CODE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THERE ARE NO WARRANTIES THAT THE SERVICE SHALL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, NOR THAT THE SERVICE OR ANY PLATFORM ON WHICH THE SERVICES IS STORED OR HOSTED OR OPERATED, WILL BE FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS.
12. Limitations of Liability.
Barre Code shall not be liable to Licensee or anyone else for any damages resulting in whole or in part from the use of the Service or Barre Code Content. This limitation shall include, but shall not be limited to, punitive, consequential, exemplary, liquidated, special, incidental, direct, indirect, treble, loss of profits, attorneys’ fees, goodwill, or other tangible or intangible losses or similar damages, including cost of procurement of similar substitute services. THE LIABILITY OF BARRE CODE, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IN ANY WAY CONNECTED WITH THE SERVICE, IS LIMITED TO THE MINIMUM AMOUNT ALLOWABLE BY LAW AND IN NO EVENT SHALL IT EXCEED AN AMOUNT EQUAL TO $100.
You agree to indemnify, defend and hold harmless the Barre Code Parties from and against any and all charges, claims, losses, demands, damages, liabilities, costs, expenses, causes of action or suits (collectively “Claims”) asserted by third parties, by reason of, based upon, relating to, or arising out of this Agreement and relating to any use by you of the Service.
14. Choice of Law and Venue.
The laws of the State of Illinois applicable to contracts made and to be performed entirely within the State of Illinois govern all matters arising out of or relating to this Agreement, including the interpretation, construction, performance, and enforcement hereof. Any legal action or proceeding with respect to or relating to this Agreement shall be brought exclusively in the federal or state courts sitting in Chicago, Illinois, and the parties irrevocably consent to the jurisdiction of such courts.
15. Waiver and Severability.
If any provision in this Agreement should be held illegal or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement shall remain in full force and effect. The non-enforcement of any provision of this Agreement shall not be construed to constitute a waiver of any breach of this Agreement.
16. Class Action Waiver.
Any proceedings to resolve or litigate any dispute regarding this Agreement will be conducted solely on an individual basis. You hereby agrees that it will !4 not seek to have any dispute heard as a class action, nor will it participate as a party in any other proceeding in which an entity acts or proposes to act in a representative capacity. You hereby waives its right to participate as a party or class representative in a collective or class action.
17. Independent Contractor; Third Party Beneficiaries; Assignment.
The parties are independent contractors with respect to performance under this Agreement. Neither party shall be the agent of the other, and neither party has any authority to act on behalf of, make any commitments or incur any liabilities on behalf of the other party, or to bind the other by contract or otherwise to any obligation. Nothing in this Agreement shall be deemed to create a partnership, joint venture, franchise, or similar relationship between or among the parties. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement shall not be assigned by You without the prior written consent of Barre Code which will not be unreasonably withheld. Barre Code may assign and delegate all or any part of its rights and obligations hereunder.
18. Entire Agreement; Counterparts.
This Agreement constitutes the entire agreement between You and Barre Code concerning use of the Service, superseding any prior agreements regarding the same. If there is any conflict between this Agreement and any other agreement, this Agreement will govern unless explicitly stated otherwise. This Agreement shall be deemed executed and delivered when the Service user clicks “I Agree” which shall have the same effect as physical delivery of a signed original. !5