Terms of Service

Date of Last Revision: October 7, 2018

Welcome to GYM Radio Terms of Service

GymRadio.com (“GYM Radio”, "GymRadio.com" "we," "us," "our") provides its services (described below) to you through its website located at https://gymradio.com (the "Site") and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service"). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://gymradio.com/policy. All such terms are hereby incorporated by reference into these Terms of Service.

Public Performance and Royalty Payments

GYM Radio is responsible for licenses and permissions from the owners of the musical and/or lyrical compositions (i.e. publishing licenses) and the owners of the sound recordings (i.e. master sound recording use licenses) needed for streaming and reproduction/mechanisation of the Content through the Service.

You are required to pay public performance fees and/or royalties to performance rights organizations (e.g. STIM, SACEM, SABAM, PPL, PRS, OSA, GEMA, etc.) (“PROs”) when streaming Content from our Service.

You agree to indemnify, defend and hold each of the GYM Radio Parties harmless from and against any Losses arising out of the public performance and any other use of Content, including your failure to secure and maintain any necessary public performance licenses or make payments to Local Rights Organizations.

Access and Use of the Service

Services Description: The Service is a background music service, designed to allow you to play workout music at participating locations. Registration: You need to register with GYM Radio to use the Service. If you register, you agree to provide your true information and update if it changes. Registration data and certain other information about you are governed by our Privacy Policy. Sorry but if you are not a business, you cannot register for the Service since we don’t provide licensing for B2C customers.

Account, Password and Security: Your are responsible for keeping your password secret so don't tell anyone. You are fully responsible for any and all activities that occur under your account. You agree to immediately notify GYM Radio of any unauthorized use of your password or account or any other breach of security. GYM Radio will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Service: GYM Radio reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that GYM Radio will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You agree that GYM Radio has no responsibility or liability for the deletion or failure to store any data or other content maintained by or uploaded as part of Service. You acknowledge that GYM Radio reserves the right to terminate accounts that are being misused in any way or are inactive for an extended period of time.

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to browse the Service and the Site from a mobile device and (ii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding GYM Radio and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

Conditions of Use

Fees: To the extent the Service or any portion thereof is made available for any fee you will be required to provide GYM Radio information regarding your credit card or another payment instrument. You represent and warrant to GYM Radio that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay GYM Radio the amount that is specified in the order you place, in accordance with the terms of such order and this Terms of Service. You hereby authorize GYM Radio to bill your payment instrument for the amount specified in the order, and you further agree to pay any charges so incurred. If you dispute any charges you must let GYM Radio know within sixty (60) days after the date that GYM Radio charges you. You shall be responsible for all taxes associated with Services other than U.S. taxes based on GYM Radio's net income.

Personal Use: The Service is for your personal use. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Other Music Uses

Our licenses alone do not give a local establishment the right to engage a DJ to play music, to hire a live band to perform, to use the GYM Radio service for active fitness classes or for any other use. Our licenses similarly do not cover an establishment that charges a cover or admission fee. Our licenses do not cover any other music sources such as Youtube, Spotify, radio, television, CD or MP3 players. Performing music at the location in this manner or charging admission is generally not authorized by the licenses GYM Radio has obtained from the PROs, and may subject the local establishment to liability for copyright infringement, unless additional direct licenses are obtained. For further information please feel free to contact our licensing department at info@gymradio.com. We will likely direct you to a knowledgeable attorney or music rights consultant.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by GYM Radio, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of GYM Radio, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by GYM Radio.

Third Party Material: Under no circumstances will GYM Radio be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that GYM Radio does not have any duty to pre-screen content, but that GYM Radio and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, GYM Radio and its designees will have the right to remove any content that violates these Terms of Service or is deemed by GYM Radio, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Some content available via the Services may include explicit language or images, which may not be appropriate for all audiences, and you use the Services at your own risk.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to GYM Radio are non-confidential and GYM Radio will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Copyright Complaints: GYM Radio respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify GYM Radio of your infringement claim in accordance with the procedure set forth below.

GYM Radio will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to GYM Radio's Copyright Agent at info@gymradio.com (Subject line: "DMCA Takedown Request").

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, GYM Radio has adopted a policy of terminating, in appropriate circumstances and at GYM Radio's sole discretion, users who are deemed to be repeat infringers. GYM Radio may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. GYM Radio has no control over such sites and resources and GYM Radio is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that GYM Radio will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that GYM Radio is not liable for any loss or claim that you may have against any such third party.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GYM RADIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

GYM RADIO MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GYM RADIO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GYM RADIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL GYM RADIO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID GYM RADIO IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Arbitration

At GYM Radio's or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator's decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

Termination

More stuff our lawyers made us put in here: You agree that GYM Radio, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if GYM Radio believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. GYM Radio may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that GYM Radio may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that GYM Radio will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and GYM Radio will have no liability or responsibility with respect thereto. GYM Radio reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service constitute the entire agreement between you and GYM Radio and govern your use of the Service, superseding any prior agreements between you and GYM Radio with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and GYM Radio agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of GYM Radio to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of GYM Radio, but GYM Radio may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Your Privacy

At GYM Radio, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

Questions? Concerns? Suggestions?

Please contact us at info@gymradio.comto report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.