Terms of Use

Effective date: May 20, 2021

 

Terms and Conditions of Use

These Resilient Training and Rehabilitation Inc. Terms and Conditions of Use (“Terms of Use”) comprise a legal agreement between Resilient Training and Rehabilitation Inc. (“Resilient”, “Company”, “we”, or “our”) and you, the person, who has legal capacity to enter contracts (“you”), accessing and/or using the resilientedu.com and/or the resilientrehab.com websites, including when we provide any services or when you purchase, request, or obtain any services via any medium or platform, including, but not limited to, from or on the resilientedu.com and/or the resilientrehab.com websites (each a “Service”) (the foregoing, collectively the “Website”). For greater certainty, and without limiting the generality of the foregoing, the EVOLVE Mentorship programs, the Resilient Body Programs, the Coaching Corner, and the webinars, courses, and programs are each a Service.

These Terms of Use set forth the legally binding terms and conditions for the use of the Website that is owned, operated and maintained, directly or indirectly, by Resilient, and all other sites owned and operated by Resilient that redirect to the Website, all subdomains provided through such other sites or the Website, and all downloadable applications, features, functionality, content or information that is made available or provided on this Website.

BY USING THE WEBSITE, YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, YOUR AGREEMENT TO BE BOUND BY, AND YOUR LEGAL CAPACITY TO BE BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE WEBSITE.

IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT ACCESS OR USE THE WEBSITE AND MUST EXIT THE WEBSITE.

In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and Resilient agree as follows:

 

  • Purpose and Website Services

 

The Website is made available to you for the purpose of providing you with information and temporary access to services regarding physical fitness, movement, and exercise information, programming, and related services. From time to time, the Website may provide certain Services, each of which may be subject to the acceptance of the terms and conditions of use specific to that Service (“Service Terms”) and all other operating rules, policies, and procedures that may be published on the Website by Resilient from time to time and which will be made known to you prior to your use of any such Services. You understand and agree that any and all Service Terms apply in addition to, and do not replace, these Terms of Use. In the event of any inconsistency between these Terms of Use and any applicable Service Terms, these Terms of Use shall prevail, but only to the extent of such inconsistency and only when governing the use of the applicable Service. Resilient reserves the right to change the Website or change, eliminate or interrupt any of the Services upon thirty (30) days’ notice and for any reasons whatsoever.

 

  • Acceptance and Modification of Terms

 

The Website and Services are offered subject to acceptance of all of the terms and conditions contained in these Terms of Use. Resilient reserves the right to modify or replace the Terms of Use, including sections 3 to 33. Should Resilient wish to modify or replace these Terms of Use, it will provide you with notice of such changes by posting an icon on the Website indicating same for 30 days prior to the coming into force of the changes. If you use the Website after receiving notice of any such modification or replacement, you are deemed to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use, which modified or replaced terms of use shall be the Terms of Use.

 

  • Minors

 

The Website and Services are not marketed or directed toward children or any person under the greater of: the age of 18 or the age of majority in the jurisdiction where you reside (the “Majority Age”). Children or any person under the Majority Age may use the Website and Services only with the involvement and consent of a parent or guardian. Such parent or guardian shall be the person deemed to be accessing and using the Website and Services and the proper contracting party under these Terms of Use. Such parent or guardian is deemed to have read, and agrees to be bound by, these Terms of Use.

 

  • Registering for the Website Account

 

If you enrol in Resilient’s Services and consent to use the Website, you may have the option to create a profile on the Website that saves your Personal Information and Personal Health Information (as defined herein) (“Website Account”), which will be managed in accordance with Resilient’s information management policies and procedures including those pertaining to the collection, use and disclosure of Personal Information and Personal Health Information (as defined herein). Features and functions of the Website and Resilient’s policies and procedures for information handling may change without notice and it is your responsibility to ensure that you understand how to use the Website in accordance with these updated policies and procedures.

Your Website Account will be password protected and only you will have access to the Website using this account. Your Website Account consists of an online email address (“Email”), username (“Username”), and a password (“Password”). In order to receive a Website Account, you agree (i) to provide, true, accurate, current and complete information as prompted by a registration form about you; and (ii) to maintain and promptly update such information to ensure it remains true, accurate, current and complete. If Resilient has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Resilient has the right to suspend or terminate your Website Account and your access to all or part of the Website. 

To access and use certain features of the Website, you will need to provide Resilient with certain current, complete, and accurate information, including your first name, last name, and other names that identify you (including personally-identifying social media usernames or handles), your email address, your address, including shipping address and billing address, your telephone number, credit card information (depending on payment method selected), and any other data or information that has been requested by Resilient and provided by you to Resilient

In these Terms of Use, “Personal Information” means any information about an identifiable individual, such as your first name, last name, and other names that identify you (including personally-identifying social media usernames or handles), your email address, your address, including shipping address and billing address, your telephone number, credit card information (depending on payment method selected), and any other information that identifies who you are. “Personal Health Information” means identifying information about an individual in oral or recorded form, if the information relates to the physical or mental health of the individual, including information that consists of the medical history of the individual and the individual’s family, and is consistent with the definition as set out in relevant privacy and health privacy legislation. Personal Information and Personal Health Information will be used by Resilient solely in accordance with these Terms of Use and Resilient’s Privacy Policy (the “Privacy Policy”).

You are responsible for maintaining the confidentiality of the Password you use in association with your Website Account and are responsible for all activities that occur under your Username and Password. You agree to notify Resilient immediately of any unauthorized use of your Username and/or Password or any other breach of security, and to ensure that you log out from your Website Account at the end of each session. Resilient will not be liable for any loss or damage arising from your failure to protect your Username or Password from loss or inappropriate use.

  1. Content

The Website and Services may include images, text, works, visual files, audio files, sounds and other content, data, and services that are owned by third parties (“Third Party Content”). You agree that all of the terms and conditions of these Terms of Use relating to the Website and Services apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content, including the terms and conditions specified under these Terms of Use. Resilient is not responsible, and assumes no liability, for any Third Party Content. Without limiting the generality of the foregoing, Resilient uses the following Third Party Content on the Website: 

All content and data made available by Resilient through the Website, including any Third Party Content, (the “Resilient Content”) is protected by copyright law and owned solely and exclusively by Resilient and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Resilient Content; (b) market, sell, re-sell or make commercial use of the Website or any Resilient Content; (c) systematically collect from the Website and use any Resilient Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Website or the Resilient Content.

If you make any information, data or content available to Resilient, including by contacting Resilient, or providing comments or ideas about Resilient’s Services or the Website (“User Content”), you are deemed to grant Resilient a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Website without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Website or that is made available using your Website account. If you make User Content available, you represent that you have the right to do so. You may not post violent, nude, partially nude, obscene, discriminatory, unlawful, infringing, hateful, pornographic, or sexually suggestive User Content on or through the Website. Resilient may remove any User Content that Resilient deems objectionable in its sole, absolute, and unfettered discretion. You understand and agree that Resilient cannot and will not be responsible for the User Content and you use the Website at your own risk.

 

  • Copyright and Limited License

 

Resilient hereby grants you a limited, non-transferable, non-exclusive, non-sub-licensable and revocable right and license to (a) access the Website and the Resilient Content for the purpose of receiving the Services in accordance with these Terms of Use and (b) access, view and print any information and documentation made available on the Website and the Resilient Content, only to assist you in the access and use of the Website and the Services. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, including modification, transmission, presentation, distribution, republication, or other exploitation of the Website or of its Content, whether in whole or in part, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Resilient or any third party. Resilient may terminate this license at any time for any reason whatsoever. You must also abide by any additional requirements governing the use of any special Content that may be set out in the Website.

 

  • Website or Services are Not a Substitute for Medical Advice

 

Always seek the advice of a physician, or other qualified health care provider properly licensed to practice medicine or general health care in your jurisdiction, concerning any questions you may have regarding any information obtained from the Website or Services. Information provided by or obtained on the Website or Services is not exhaustive and is not intended to be a substitute for medical advice. You should not act or abstain from acting based on any information provided exclusively by the Website or Services.

Do not use the Website or Services to communicate or treat medical emergencies. If there is a medical emergency, call a physician, qualified health care provider or 911 immediately. Under no circumstances should you attempt medical treatment based on anything you see or read on the Website. Neither the Website nor the Services create physician-patient relationships. The presentation of information on the Website or via the Services does not establish a physician-patient relationship between users and Resilient.

 

  • Suspension, Termination of Access, and Closing of Accounts

 

Access to and participation in the Website is entirely voluntary. You may discontinue your participation in the Website at any time by notifying Resilient. Should you discontinue your participation in the Website, or if your access to the Website is discontinued or terminated for any reason, your Website Account Username and Password will be deactivated. Where a Website Account holder decides to discontinue participation in the Website, access by all Website Users linked under that Website Account will be terminated and their Usernames and Passwords deactivated.

Resilient may suspend or terminate your access to the Website or any Services immediately without prior notice and without further obligation or liability to you if, in Resilient’s sole, absolute, and unfettered discretion, we determine you have breached these Terms of Use. Resilient may also suspend your access to the Website or any Services or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. Resilient has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Website or any Services in accordance with its terms. You agree that you shall not make any claim against Resilient, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Website, any Services or these Terms of Use.

For greater certainty, and without limiting the generality of the foregoing, if your access to any Services is terminated, regardless of the reason for the termination, you will no longer have any rights in or to, including access to, those Services.

The disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities contained in these Terms of Use apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law. Furthermore, nothing herein shall be construed as Resilient’s agreement to the application of any such statutes conferring any such rights.

To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms of Use. Resilient shall not be required to refund to you any amounts prepaid, if any, for use of the Website or any Services if Resilient has terminated your account or your use of, or access to, the Website and/or any of the Services for breach of these Terms of Use. Resilient may also terminate your access to the Website without notice at any time for any reason whatsoever, and any fees or charges paid by you in advance, if any, shall be refunded on a pro rata basis.

 

  • Use Restrictions

 

You agree that when using the Website you will not: (a) transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party; (c) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Website or any software or technology or content forming part thereof; (d) transmit data which constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (e) transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law; (f) use the Website or Services to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (g) use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Website or for any other purpose in connection with your access to and use of the Website; (h) take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Website or to shut down, overload or overwhelm the Website; (i) copy, republish or redistribute any part of the Website, including by caching, framing or similar means, without the prior written consent of Resilient; (j) transmit any data or content that could be considered personally-identifiable information, including, but not limited to, personal health information, except where requested by Resilient, or (k) upload or make Postings (as defined in these Terms of Use) that exceed a reasonable amount of server usage, as determined by Resilient in its sole, absolute, and unfettered discretion, for the purposes of your access and use of the Website and Services.

For greater certainty, Resilient may suspend or terminate your access to the Website or the Services, as described in section 8 of these Terms of Use, if you breach any of the foregoing use restrictions.

 

  • Availability

 

Resilient will use commercially reasonable efforts to make any Services available to you 95% of the time during Service Hours (as defined in these Terms of Use). “Service Hours” means 24 hours per day, seven days per week, 365 days per year during the term of your subscription to the Services other than during any Maintenance Period (as defined in these Terms of Use) or as otherwise provided for herein. “Maintenance Period” means: (i) Sunday 02:00 ET to 05:00 ET or such other time as Resilient or the hosting provider of the Website or the Services may determine; and (ii) when access to the servers on which the Services or the Website is hosted is suspended by the hosting provider for any reason. For the purposes of this section 10, “available” means that you are able to access and use the Services, and availability is measured as follows: Service Hours (in minutes) during a calendar month during the term of your subscription to the Services, minus time (in minutes) during such month when the Services are not available to you, divided by Service Hours (in minutes) during a calendar month during the term of your subscription to the Services, with the result expressed as a percentage. The measurement for availability described above excludes all Maintenance Periods.

Resilient shall not be responsible for a failure to meet the availability target set forth in section 10 of these Terms of Use to the extent that such failure is attributable to: (i) any circumstance or events beyond the reasonable control of Resilient, including due to a Force Majeure Event (as defined in these Terms of Use); (ii) your acts, errors, omissions, or breaches of the terms of these Terms of Use, including due to any problems or errors with any computer equipment or network that is your responsibility; and (iii) any issues originating with, or failures of, computer equipment or networks that are not the responsibility of Resilient or within its direct control, including public telecommunications services and services provided by a hosting provider. Resilient does not guarantee or warrant continuous or uninterrupted availability of the Website or the Services. The hosting provider reserves the right to suspend its services, which may impact the access to the Website or the Services. 

Your sole and exclusive remedy for any failure by Resilient to meet the availability target set forth in section 10 of these terms shall be the provision of support services and any such failure shall not be a breach of the terms of these Terms of Use.

 

  • Electronic Notices

 

Resilient will send you notifications, alerts and other communications by email (at the email address provided on your Website Account) and/or through the Website, including:

  • Alerts and requests for information in relation to identity theft and other fraud or security-related activities;
  • Requests for information that may be required in connection with Resilient’s legal obligations;
  • Notifications containing legal disclosures;
  • Communications arising from all manner of legal actions, causes of action, complaints, claims, applications to administrative tribunals, legal demands or otherwise;
  • Notifications of corporate actions that require your attention;
  • Alerts providing you with reminders or Account-related instructions; and
  • Other Account-related alerts requested by you.

You agree that receipt of these notifications, alerts and other communications by email as determined by Resilient is a mandatory and integral part of your Account.

 

  • Risks of Using Email

 

The security of email messages is not guaranteed. Messages sent to, or from, Resilient may be seen by others using the Internet. Email is easy to forge, may be accidentally forwarded, and may exist indefinitely. For this reason, it is recommended that you do not use email to discuss information you think is sensitive. If you decide to use email, please inform Resilient if there are certain types of information that you do not want to discuss by email. Do not use email in an emergency because email can be delayed.

 

  • Rules Governing Postings Made to the Website

 

The Website may provide features which allow you to participate in discussion groups, to communicate with Resilient, its agents and other third party users and to otherwise post/upload/communicate information, files, documents, or other materials (“Postings”). Resilient does not control the content of any Posting and has no obligation to monitor any Posting. While Resilient may attempt to delete insulting, offensive or inaccurate Postings, it cannot prevent them from being uploaded and is not responsible for their content or any damages resulting therefrom. However, Resilient reserves the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Posting, in whole or in part, that, in Resilient’s sole, absolute, and unfettered discretion, are objectionable, inaccurate, misleading or in violation of these Terms of Use. For greater certainty, Resilient will fully cooperate with any legal obligation to disclose the identity of anyone posting threatening, libelous, obscene, pornographic, profane or otherwise offensive or illegal materials. You acknowledge that you alone are responsible for the content of Postings to the Website and the consequences thereof.

The Website is used by multiple users and we ask each that each user respect the rights of each other user of the Website. It is a condition of your use of the Website that you do not:

  • Restrict or inhibit another user from using and enjoying the Website, interfere or attempt to interfere with the proper workings of the Website or do anything which, in the sole, absolute, and unfettered discretion of Resilient, imposes an unreasonable or disproportionately large burden on the Website infrastructure;
  • Post or transmit any unlawful, abusive, defamatory or obscene information of any kind, including, without limitation, any information constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;
  • Post or transmit any information, including, without limitation, articles, images, stories, software, or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights herein or derivative works with respect thereto, without first obtaining permission from Resilient or rights holder;
  • Post or transmit any information or material which contains a virus or another harmful component;
  • Post or transmit "junk mail", "chain letters", unsolicited mass mailing or "spam";
  • "Mine" or otherwise use the Website for commercial purposes, including, without limitation, posting, or transmitting any information or material which contains advertising, which engages in commercial activities, solicitations or sales, or which involves contests, sweepstakes, advertising and pyramid schemes; or
  • Engage in any other behavior in connection with the Website which Resilient in its sole, absolute, and unfettered discretion determines is objectionable.

Subject to any applicable law, any Postings made using this Website or otherwise made to Resilient are made on a non-confidential basis. Any data contained in the Postings in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is non-confidential information. Resilient is under no obligation to refrain from reproducing, publishing or otherwise using them, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind in such communications (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to Resilient to use, copy and display all Postings, and waive the right to receive any financial or other consideration in connection with such Postings including, without limitation, acknowledgement of yourself as the source of such Postings. 

 

  • Privacy of Personal Information and Personal Health Information

 

At the time of Website Account registration on the Website, by accepting these Terms of Use you provide Resilient with your express consent to collect, use and dispose of Personal Information and Personal Health Information that you provide to Resilient in accordance with our Privacy Policy, for the purpose of providing you, and any person you authorize, with consolidated online access to the Website.

You can permanently remove Personal Information and Personal Health Information from your Website Account at any time. In case you want to recover the deleted information, Resilient may be able, at its sole, absolute, and unfettered discretion, to retrieve a back-up copy of the Personal Information and/or Personal Health Information that was stored on the Website for up to 30-days after you instruct the Website to delete this information. Otherwise, Personal Information and Personal Health Information, including any that was paid for through the use of the Website, are permanently removed from the Website and must be recreated on the Website or repurchased.

In the event that you save, print, fax, or transmit copies of your Personal Information and/or Personal Health Information from the Website (“Downloaded Information”), you are responsible for maintaining the privacy and security of this information. Resilient will not be liable for loss, theft, or any consequences arising from misuse of Downloaded Information.

Any Personal Information and Personal Health Information placed on the Website or otherwise provided to Resilient, in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is not considered confidential information (“De-Identified Information”). You agree that in the event you delete Personal Information and/or Personal Health Information from the Website, Resilient may maintain a copy in the form of De-Identified Information. Resilient is under no obligation to refrain from reproducing, publishing or otherwise using this De-Identified Information, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind on such information (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide licence to Resilient to use, copy and display all De-Identified Information, and waive the right to receive any financial or other consideration in connection with such De-Identified Information.

 

  • Cookies and Computer Data

 

You agree that Resilient has the right to monitor and review your use of the Website and Services from time to time, and to access, collect, store, and use your Internet Protocol address (IP address), type of device, device specifications, cookies, log files, and social network remarketing pixels for the purpose of your access to and participation in the Website, in accordance with the Privacy Policy.

 

  • Support

 

Resilient may in its sole, absolute, and unfettered discretion, and subject to the limitations of these Terms of Use (or as may be posted on the Website from time to time), provide you with troubleshooting support concerning your use of the Website and any Services.

 

  • Fees and Refund Policy

 

In consideration for the Services provided by Resilient to you, you agree to pay the fees for such Services as communicated to you via the Website, via email, via any contact information that you provide to us, or as otherwise communicated to you.

Any fees payable to Resilient for services are in United States Dollars, unless otherwise stated, and considered final payments. If and where Resilient invoices you for any Services, any additional payment terms are stated: on the Website; at the point of sale, including via a third-party; in your agreement with Resilient; on the invoice; or in any other place or medium or media in connection with the provision of any such Services. You agree that you are bound to pay to Resilient all of the foregoing fees immediately upon receipt of any such invoice. No refunds will be given on fees paid except at the sole, absolute, and unfettered discretion of Resilient.

You agree that it is a breach of these Terms of Use if you file for, request, or obtain a chargeback from any third party, including but not limited to from any credit card provider, payment gateway, or financial institution, of any fees payable or paid to Resilient (“Chargeback Event”). 

In the event of a Chargeback Event, you agree to pay to Resilient as liquidated damages for this breach of these Terms of Use the sum of: i.) the greater of the original purchase price and any amount that you recover; ii.) our actual costs paid to any third party, including but not limited to from any credit card provider, payment gateway, or financial institution, in connection with the Chargeback Event; iii.) the value of the time that our owners, directors, officers, employees, and agents spent in connection with the Chargeback Event as determined in our sole, absolute, and unfettered discretion; iv.) our actual costs paid to a collections agency in connection with the Chargeback Event; and v.) our reasonable lawyers’/attorneys’ fees, including associated costs, expenses, and disbursements, in connection with the Chargeback Event (the sum being the “Liquidated Damages for a Chargeback Event”).

In the event of a Chargeback Event, Resilient also reserves the right to suspend your Website Accounts and access to the Services. It is at the sole, absolute, and unfettered discretion of Resilient to reverse a Website Account or Services suspension after Liquidated Damages for Chargeback Event has been paid by you to Resilient.

Resilient’s rights and remedies provided in this section 17 in the event of a Chargeback Event are in addition to all other rights and remedies available to Resilient. For greater certainty, and without limiting the generality of the foregoing, Resilient may also rely on sections 8, 19, and 20 in the event of a Chargeback Event.

 

  • Website and Services Provided “AS IS

 

YOU UNDERSTAND AND AGREE THAT THE WEBSITE AND THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ANY OF THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPLETE, OR COMPATIBLE WITH YOUR HEALTH, FITNESS, OR PHYSICAL CONDITIONS OR NEEDS OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, INCLUDING, BUT NOT LIMITED TO, AS RELATED TO YOUR HEALTH AND FITNESS, OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.

YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE WEBSITE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE WEBSITE INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CONTENT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF COMPANY IN OPERATING THE WEBSITE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE WEBSITE AND SERVICES.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”), BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE WEBSITE, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS THAT YOU HAVE PAID COMPANY IN RESPECT OF THE GOODS AND/OR SERVICES, AS APPLICABLE, PURCHASED BY YOU: 1.) IN THE 30 DAY PERIOD THAT IMMEDIATELY PRECEDED THE DATE OF YOUR CLAIM; OR 2.) THAT MOST PROXIMATELY RELATES TO YOUR CLAIM, WHICHEVER IS LOWER, OR IF YOU HAVE MADE NO SUCH PAYMENTS TO COMPANY, TEN UNITED STATES DOLLARS (USD $10).

IN NO EVENT WHATSOEVER SHALL THE COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO MEDICAL INJURY, PERSONAL INJURY, MENTAL DISTRESS, WRONGFUL DEATH, IMPROPER DIAGNOSIS, INACCURATE INFORMATION, OR IMPROPER TREATMENT, THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH ADVICE, PROGRAMMING, OR ANY SERVICES RENDERED BY COMPANY, THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE WEBSITE, SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.

RESILIENT SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER WHERE THE FAILURE RESULTS FROM ANY CAUSE BEYOND RESILIENT’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC, OR COMMUNICATIONS FAILURE OR DEGRADATION.

NOTHING IN THESE TERMS OF USE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

THE TERMS AND CONDITIONS OF THESE TERMS OF USE THAT LIMIT LIABILITY REFLECT AN INFORMED VOLUNTARY ALLOCATION OF RISK; SUCH ALLOCATION REPRESENTS A MATERIAL PART OF THESE TERMS OF USE. YOU AGREE THAT THE LIMITATIONS OF LIABILITIES SET OUT IN THESE TERMS OF USE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES AND THAT YOU AND RESILIENT WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE BUT FOR THE APPLICATION OF THE PROVISIONS OF THESE TERMS OF USE THAT LIMIT LIABILITY.

 

  • Indemnity

 

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all damages (whether direct, indirect, incidental, consequential, punitive, or otherwise), losses, liabilities, and costs and expenses (including, without limitation, legal and accounting fees) alleging or resulting from any and all claims, actions, demands, suits, and proceedings (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party) relating to or arising out of your: (a) breach of these Terms of Use; (b) access to the Website or use of the Services; and (c) provision of User Content, Personal Information, Personal Health Information, or other disclosure to Resilient of any other information or data and the use of same by Resilient or other Company Party as contemplated hereunder, except to the extent caused by Resilient’s willful misconduct or gross negligence.

 

  • Trademarks

 

All product, brand and company names and logos and trademarks displayed on the Website or used in connection with the Services are the trademarks of Resilient (or its suppliers, partner businesses or third party licensors). Any use of any of the marks appearing on the Website or in connection with the Services without the express written consent of Resilient or the owner of the mark, as appropriate, is strictly prohibited.

 

  • Links

 

Resilient provides links on the Website to other websites or resources, including those operated by parties other than Resilient. These links are provided for your convenience and Resilient is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. You are strongly advised to check the terms of use and the privacy policies of these external websites or resources before making use of them. You acknowledge that Resilient may remove any link to an external website or to resources at any time for any reason whatsoever.

 

  • Jurisdiction and Choice of Law

 

The Website and the Services are administered by Resilient from a site that is located in Ontario, Canada. You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Website and the provision of the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, and that the law of the Province of Ontario is the proper law, without regard to conflict of laws rules or to private international law principles. The laws of any other jurisdiction shall not apply to these Terms of Use or the subject matter thereof. 

All disputes, disagreements, controversies, questions or claims arising out of or relating to these Terms of Use, or in respect of any legal relationship associated with or arising from these Terms of Use, including, but not limited to, with respect to the formation, execution, validity, application, interpretation, performance, breach, termination or enforcement of these Terms of Use, will be determined by litigation in the Courts of the Province of Ontario sitting in Toronto, to the exclusive jurisdiction of which you irrevocably attorn.

If you live outside of the Province of Ontario, you may also be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. However, nothing herein shall be construed as Resilient’s agreement to the application of any such consumer protection laws.

You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

 

  • Force Majeure. 

 

Resilient shall not be liable for delays in or for failures to perform hereunder due to causes: i.) beyond our reasonable control; ii.) that could not reasonably have been foreseen by Resilient at the time of the effective date of the Website or the Services (as applicable); and iii.) the effects of which could not have been commercially reasonably avoided or overcome by Resilient, where such causes include acts of God, acts or omissions of you or a third party, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or power outages, pandemics or epidemics, public health emergencies, climate change, flood, earthquakes, riot, or war.

 

  • Entire Agreement

 

These Terms of Use, together with any applicable Service Terms and any documents incorporated by reference herein, constitute the entire agreement between you and Resilient as it relates to the access to, and use of, the Website and Services and the subject matter of these Terms of Use, and supersede all prior or contemporaneous agreements, proposals, proof of concepts, understandings, letters of intent, representations, negotiations, and discussions, whether written or oral, between Resilient and you. Unless superseded by subsequent written agreement, these Terms of Use will continue to govern the relationship between you and Resilient in respect of the matters contained herein.

 

  • Electronic Documents

 

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree to waive any right to object to the introduction of any copy of electronic communications in evidence.

 

  • Conformance with Law

 

In addition to complying with these Terms of Use, you agree to use the Website and Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and laws related to Personal Information. The Website and any Services shall not be used where, and to any extent, such use is prohibited by law. Your use of the Website from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Website is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Website due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.

 

  • Contact/Notices

 

If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, Resilient under the Terms of Use, please contact Resilient in writing via either email or at the address specified below:

Resilient Training and Rehabilitation Inc.

100 King St. W

Toronto, ON 

M5X 1C7

Canada

 

E-mail:  [email protected]

Phone: (416) 849-0927

 

Resilient may provide notices or communications to you on the Website and you agree that such notices shall constitute notice to you whether or not you actually access the notice.

 

  • Language

 

It is the express wish of the parties hereto that the Terms of Use and all related documents, including notices and other communications, be drawn up only in English. La volonté expresse des parties aux présentes est que les présentes modalités / ces “Terms of Use” et tous les documents s’y rattachant, y compris les avis et les autres communications, ne soient rédigés qu’en anglais.

 

  • Waiver

 

No delay or omission by Resilient to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Resilient must be in writing and signed by an authorized representative of Resilient

 

  • Severability

 

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms of Use shall be valid and enforceable to the extent permitted by law. You agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that has the effect nearest to that of the provision being replaced.

 

  • Assignment

 

These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Resilient’s prior written consent. Resilient may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

 

  • Interpretation

 

In these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms of Use; (c) all dollar amounts, if any, are expressed in United States currency unless expressly provided otherwise; (d) the division of these Terms of Use into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) you and Resilient agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.

 

Posted: May 20, 2021

Last Updated: May 20, 2021

Effective Date:May 20, 2021