Partner/Affiliate Terms and Conditions

March 2013

The terms and conditions stated herein (collectively, the "Agreement") constitute a legal agreement between you and Shadow Fitness, a Washington sole proprietorship (the "Company"). The Company is the owner and creator of the work entitled “_________” (Service). The Service is identified as follows: an online database and referral program hosted by the Company on its website, www.shadowfitness.com, whereby the user maintains its contact information to obtain client referrals, promotions, and advertisements via the Company for use of your wellness coaching, exercise, and fitness training services. The Company is the sole and exclusive owner of all rights in and to the Service and, with the exception of the rights being licensed hereunder, all other rights relating thereto are expressly reserved by the Company. In order to use the Service and the associated website you must agree to the terms and conditions that are set out below. By using or receiving any services supplied to you by the Company (collectively, the "Service”) you hereby expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and any future amendments and additions to this Agreement as published from time to time at http://www.shadowfitness.com or through the Service.

The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Representations and Warranties

By using the Services, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Service. Without limiting the foregoing, the Service is not available to children (persons under the age of 18). By using the Services, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation in using the Service is for your sole use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your account to any other person or entity. When using the Service you agree to comply with all applicable laws from the country, state, and city in which you are present while using the Service.
You may only access the Services using authorized means. The Company reserves the right to terminate this Agreement should you be using the Service with an incompatible or unauthorized device or otherwise in breach of this Agreement.

By using the website or the Services, you represent, warrant and agree that:
You own, or have the legal right to operate, the facilities which you intend to use when accepting clients, and such location is in good operating condition and meets the industry safety standards for a location of its kind.

• You have a valid policy of liability insurance that includes personal training and exercise services (in industry-standard coverage amounts) for the operation of your business and/or business insurance to cover any anticipated losses related to the operation of personal training and exercise service business.
  You will be solely responsible for any and all liability which results or is alleged as a result of the operation of your service, including, but not limited to personal injuries, death and property damages.
• You will obey all local laws related to the operation of a personal training and exercise service and will be solely responsible for any violations of such local laws.
• You are certified in the specific specialty or area of expertise that you advertise or otherwise promote via use of the Service.
• You will keep your facilities and other services offered up to the Quality Standard levels required by the Services Rating System.
• You will only use the Service for lawful purposes; you will not use the Service for sending or storing any unlawful material or for fraudulent purposes.
• You will not use the Service to cause nuisance, annoyance or inconvenience.
• You will not copy, or distribute the materials available through the Service without written permission from the Company.
• You will only use the Service for your own use and will not resell it to a third party.
• You will keep secure and confidential your account password or any identification we provide you which allows access to the Service.
• You will provide us with whatever proof of identity we may reasonably request.

License Grant and Restrictions

The Company hereby grants you a non-exclusive, non-transferable, right to use the website and Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the Company and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service or website; (iii) create Internet "links" to the Service or "frame" or "mirror" any part of the website on any other server or wireless or Internet-based device; (iv) reverse engineer or access the website or Service software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or website, or (c) copy any ideas, features, functions or graphics of the Service or website, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or website.

You may not use the website and Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the website or Service or the data contained therein; or (v) attempt to gain unauthorized access to the website or Service or its related systems or networks.

Payment Terms

Any fees which the Company may charge you for the Service, are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Service either planned, accidental or intentional, or any reason whatsoever. The Company reserves the right to determine final prevailing pricing. Please note the pricing information published on the website may not reflect the prevailing pricing.
The Company may, at its sole discretion, make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. The Company may change the fees for our Service as we deem necessary for our business. We encourage you to check back at our website periodically if you are interested about how we charge for the Service.

Intellectual Property Ownership

The Company shall own all right, title and interest, including all related intellectual property rights, in and to the Service and may obtain, at its own cost and in its own name, appropriate copyright, , trademark, patent and other intellectual property protection for the Service and website. You agree that you shall not at any time apply for any registration of any copyright, trademark or other designation which would affect the ownership of the Service nor file any document with any governmental authority to take any action which would affect the ownership of the Service.

You agree that any suggestions, improvements, alterations, or other variations to the Service made by or in conjunction with Company remain the intellectual property of Company and/or be considered “works-for-hire.” None of the above referenced activities shall be considered sufficient for joint authorship. You agree that upon termination of this agreement any and all rights created during the term of Agreement shall revert to and remain the sole intellectual property of Company.

This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, or any intellectual property rights owned by the Company. The Company grants you a limited license to use the Company logo and Service on your profile page only to promote your services as advertised via the Service. Any use of the Company logo, trademark, or other intellectual property owned by the Company is expressly prohibited.

You agree to respect and protect all intellectual property associated with the Service, including but not limited to copyrights, trademarks, patents, designs, and/or trade secrets anywhere in the world. You agree that if this provision is violated you will be subject to liquidated damages of no less than $100,000 USD or actual damages, whichever is greater.

You agree that you shall not create any derivative works of the Service, website, or related materials without express written permission of the Company. Company is under no obligation to grant permission to Company to create derivative work.

Company retains the right to use and/or promote the Service within and outside the State of Washington and to authorize others to do the same.

Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. The Company does not endorse any sites on the Internet that are linked through the Service or website, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the
Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

The Company may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. The Company reserves the right to charge you a higher fee for the Services should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Company's website located at http://www.shadowfitness.com/. The Company may compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis.

Indemnification

By entering into this Agreement and using the Service or website, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, including any local laws or ordinances, whether or not referenced herein; (b) your violation of any rights of any third party, including, but not limited to passengers of your vehicle, other motorists, and pedestrians, as a result of your own interaction with any third party (c) your use (or misuse) of the Service; and (d) your ownership, use or operation of a location via the Services.

Disclaimer of Warranties

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR WEBSITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE OR WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR WEBSITE WILL BE CORRECTED, (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) THAT YOU WILL RECEIVE REFERRALS, OFFERS, INQUIRIES, OR OTHER CONTACT FOR YOUR EXERCISE AND TRAINING SERVICES MERELY BY YOUR ENROLLEMENT IN THE SERVICE OR USE OF THE WEBSITE. THE SERVICE AND SOFTWARE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Internet Delays

THE COMPANY'S SERVICE AND WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, YOUR CLIENTS, YOUR STAFF, OR OTHERS YOU CONTACT THROUGH USE OF THE WEBSITE OR SERVICE INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR WEBSITE, PHYSICAL INJURIES OBTAINED DURING THE USE OF YOUR PRESONAL TRAINING OR OTHER EXERCISE CLASS OR SERVICE, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR WEBSITE, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Company may introduce you to third parties for the purposes of you providing instruction, training, and/or coaching to them for a fee. We make no guarantees, warranties, or representations as to the actions or conduct of such third parties. The Company will not intervene in any disputes between you and such third parties. We cannot and will not play any role in managing payments between you and such third party parties. Responsibility for the decisions you make regarding exercise services offered via the Service (with all its implications) rests solely with you. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.

The services that you provide, which are scheduled through the Service, are fully and entirely your responsibility. The Company does not screen or otherwise evaluate potential servicers. You understand, therefore, that by using the Service, you may be introduced to third parties that may be potentially dangerous, and that you use the Service at your own risk.

WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Notice

The Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following addresses (whichever is appropriate): Shadow Fitness, 834 N. 145th Lane; Shoreline, WA 98133 addressed to the attention of: Chief Executive Officer.

General

This Agreement shall be governed by Washington law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service or website shall be subject to the exclusive jurisdiction of the state and federal courts located in the City of Seattle and/or King County, Washington. No joint venture, partnership, employment, or agency relationship exists between you, the Company, or any third party provider as a result of this Agreement or use of the Service or Software. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement, comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.