Cambia Health Solutions, Inc. dba Basefit ("BaseFit") is providing you with a total health and readiness program (collectively, “Warrior Well").
You understand and agree that BaseFit cannot, and does not, guarantee that you will achieve your desired total health and readiness goal (“Goal”) and that BaseFit is not responsible if you do not achieve your Goal. You further understand and agree that: (i) your participation may result in injury or death; (ii) the information and service provided by BaseFit is not intended to, and does not, substitute, replace, or supersede professional medical advice; (iii) that you should consult your physician or other healthcare professional before starting the Warrior Well program to ensure that it is appropriate for you; and (iv) that you should immediately stop and seek medical attention if you experience faintness, dizziness, pain, or shortness of breath. You hereby waive, release, and hold harmless BaseFit, its officers, directors, affiliates, agents, representatives, employees, volunteers, contractors, successors, and assigns from all claims, rights, suits, costs, debts, demands, actions, and causes of action arising out of, related to, or in any way connected with the Warrior Well program, including but not limited to the failure to achieve your Goal, injury, death, and all other economic and non-economic damages.
1. Service Terms and Limitations
Warrior Well™ program is proprietary to BaseFit® and is protected by intellectual property laws. Subject to the timely payment of all Fees (as defined below) and the terms and limitations set forth in this Agreement, BaseFit® agrees to provide you with a personal, non-transferable and non-exclusive license to use Warrior Well program.
1.2 User's Agreement; Restrictions
You agree to: (i) maintain the security of your user identification, password and other confidential information relating to your Warrior Well on-line account; (ii) be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the account; (iii) comply with the terms and conditions set forth herein; and (iv) comply with all applicable laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Warrior Well program. You may not, directly or indirectly: (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Warrior Well program; (ii) copy the Warrior Well program or engage in any other acts inconsistent with the principles of copyright protection and fair use; (iii) distribute, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the WarriorWell program, in whole or in part; or (iv) remove any proprietary notices or labels on the WarriorWell program material. You agree that all title, ownership rights, and intellectual property rights in and to the Warrior Well program and material, and any copies or portions thereof, shall remain with BaseFit.
1.3 User Representations
You represent and warrant to BaseFit that: (i) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (ii) all information provided by you to BaseFit is truthful, accurate and complete; (iii) you shall comply with all terms and conditions of this Agreement; and (iv) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number.
You acknowledge and agree that from time to time the WarriorWell may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which BaseFit may undertake from time to time; or (iii) causes beyond the control of BaseFit or which are not reasonably foreseeable by BaseFit.
You shall be solely responsible for providing, maintaining and ensuring compatibility with the Warrior Well program, all hardware, software, electrical and other physical requirements for your use of the Warrior Well program, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Warrior Well program. You are responsible for any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Warrior Well program. You are responsible for any loss or damage to Warrior Well equipment issued to you as part of participating in the WarriorWell program. You acknowled that this equipment is leased to you and must be returned upon request by BaseFit or the end of your participation in the Warrior Well program.
2.1 Content, Nutrition and Fitness DisclaimerThe information presented or contained in the Warrior Well program (collectively, the "Content") is presented for the purpose of training participants. Nothing contained in the Warrior Well program or the Content is intended to be instructional for medical diagnosis or treatment. The information should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of a visit, call, consultation or the advice of your physician or other qualified health care provider. Information obtained from BaseFit is not exhaustive and does not cover diseases, ailments, physical conditions or their treatment. Should you have any health care related questions, please call or see your physician or other qualified health care provider promptly. Always consult with your physician or other qualified health care provider before embarking on a new treatment, diet or fitness program. You should never disregard medical advice or delay in seeking it because of something you have read on BaseFit. Information contained at BaseFit is for informational use only. The Content and other information contained in the WarriorWell program is compiled from a variety of sources ("Information Providers"). Neither BaseFit nor any Information Providers directly or indirectly practice medicine or dispense medical services as part of the WarriorWell program. WarriorWell is not a substitution for the services of a physician, a health provider, or any trained health professional. All medical, dietary, or other personal concerns should be addressed and discussed with your physician, health care provider, family nutritionist or your registered dietitian. You should understand that participating in any exercise program or diet can result in physical injury, and you agree to do so at your own risk.
2.2 Disclaimer of Warranties.
CONTENT ON OR AVAILABLE THROUGH THE WARRIOR WELL PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED. BASEFIT HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE WARRIOR WELL PROGRAM OR THE CONTENT. BASEFIT MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICE. BASEFIT CANNOT AND DO NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
2.3 Disclaimer of Third Party Information.
Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors and their views do not necessarily reflect those of BaseFit.
3. On-Line Communications
Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by BaseFit. BaseFit cannot and does not screen content provided by you to BaseFit or through the Warrior Well program. Notwithstanding the foregoing, BaseFit reserves the right to monitor content and to remove content, which BaseFit, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of this Agreement or BaseFit operating policies. Except as described herein, any communication that you post on any public area of the Warrior Well program (e.g., comments, forums, etc.) is considered to be non-confidential. By placing any information or other material on such publicly accessible locations (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to BaseFit a perpetual, royalty- free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit (including but not limited to chat rooms, forums and message boards) alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses.
You are responsible for your communications and your use of the Warrior Well program. You may not, under any circumstances, do any of the following: (a) post or transmit any message, data, image or program which is libelous, threatening, abusive, hateful, defamatory, indecent, obscene, pornographic or would violate the intellectual property rights of others; (b) use the Warrior Well program to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (c) send unsolicited email messages, upload files that contain a virus or corrupted data; (d) delete any author attributions, legal notices or proprietary designations or labels; (e) use Warrior Well in a manner that adversely affects the availability of its resources to others; and (f) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to the Warrior Well program (except as otherwise expressly permitted by BaseFit. BaseFit reserves the right to take such action as it deems appropriate in cases where the Warrior Well program is used to disseminate statements which are offensive and/or harmful.
BaseFit reserves complete and sole discretion with respect to the operation of Warrior Well. BaseFit may, among other things: (a) delete your account and program information, email or private messages after your completion of the Warrior Well program or otherwise within the time established by BaseFit; (b) make available to third parties information relating to Warrior Well and its users; and (c) withdraw, suspend or discontinue any functionality or feature of the Warrior Well program. BaseFit may, in its complete and sole discretion, review uploaded files, conferences, forums, and chats and authorize restrictions on access thereto.
5. Copyright and Trademark
The entire contents of the Warrior Well program are copyrighted as a collective work under the laws of United States and other copyright laws. BaseFit holds the copyright in the collective work. You may not use any BaseFit logo or any other proprietary graphic or trademark without BaseFit’s express written permission.
6. Licenses and Idea Submissions
You agree to grant to BaseFit® a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to BaseFit. You hereby waive your moral rights in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against BaseFit for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BASEFIT, ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE WARRIOR WELL PROGRAM (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).
8. Waiver, Release and Limitation of Liability
YOU AGREE THAT NEITHER BASEFIT NOR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS AND ASSIGNS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE WARRIOR WELL PROGRAM OR THE CONTENT. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST BASEFIT OR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS AND ASSIGNS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE WARRIOR WELL PROGRAM, OR THE CONTENT. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF BASEFIT OR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS AND ASSIGNS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID FOR THE PARTICULAR WARRIOR WELL PROGRAM PROVIDED. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL BASEFIT OR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. You agree that any legal action or proceeding between BaseFit and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Multnomah County, Oregon. Any cause of action or claim you may have with respect to BaseFit must be commenced within one (1) year after the claim or cause of action arises. BaseFit failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.