Terms and Conditions of Sale Agreement

TheGymPro.com, a Missouri limited liability company (“TheGymPro.com”), thanks you for visiting www.thegympro.com (the “Site”). Please carefully read this Agreement (the “Agreement”) and the Terms and Conditions of Use Agreement (the “Terms of Use”), before purchasing anything through the Site.

1. Scope of Agreement. This Agreement is a legally binding agreement between you (“You” or “Your”) and TheGymPro.com and governs Your purchase of anything through the Site including any File or other Product/Service (as those terms are defined below). You agree to comply with all of the terms of this Agreement, the Terms of Use and all additional terms and conditions governing access to and use of specific areas of the Site set forth elsewhere on the Site (collectively, the “Additional Terms”). The Terms of Use, Additional Terms, and TheGymPro.com’s Privacy Policy (the “Privacy Policy”) are incorporated in and made a part of this Agreement. Capitalized terms used but not otherwise defined in this Agreement have the meanings given to them in the Terms of Use.
2. Binding Agreement. BY PURCHASING ANY FILES OR OTHER PRODUCTS AND/OR SERVICES ON THE SITE, YOU UNDERSTAND AND AGREE THAT YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO ALL OF THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS, POLICIES AND TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO ANYTHING IN THE IMMEDIATELY PRECEDING SENTENCE OR ANY OTHER PROVISION OF THIS AGREEMENT, YOU SHOULD NOT PURCHASE ANY FILE OR OTHER PRODUCT/SERVICE ON THE SITE.
3. Pricing, Information, and Ordering.
a. TheGymPro.com sells copies of downloadable audiovisual files (each, a “Video File”) that contain one (1) or more exercise programs (a Video File each is referred to as a “File”) designed and presented by TheGymPro.com’s workout instructors. TheGymPro.com may sell other products and services (each, a "Product/Service") from time to time. TheGymPro.com may offer: (i) individual Files that may be purchased separately; (ii) various package programs (each, a “Package”); and (iii) unlimited use annual site memberships (“Site Membership”). Under a Package, Your payment of the specified flat fee (the “Payment”) at the specified time will permit You to download the specified number of Files for the Package. Under a Site Membership, Your payment of the specified flat fee (the “Payment”) at the specific time will permit You to download files for the specified time period of the Site Membership.
b. The Files and Products/Services offered for sale, the Files, any Package, or Site Membership, the structure of each Package or Site Membership, and prices and terms of payment are offered by TheGymPro.com in its sole discretion and are subject to modification by TheGymPro.com from time to time by posting new, modified, or additional offerings, structures, prices or terms on the Site.
c. Files purchased either separately, as aPackage, or under the Site Membership currently range in price from US$0.99 to US$199.99, each as specified on the Site with the description of the File.
d. TheGymPro.com will use its commercially reasonable efforts to fill Your orders but does not guarantee the accuracy or completeness of any information on or associated with the Site including prices advertised at locations other than the Site, product images, specifications, availability, and services displayed on, offered for sale, or sold through the Site. TheGymPro.com and its vendors and suppliers each reserve the right to discontinue the sale of any File, Product/Service, Subscription Package, or Site Membership at any time without prior notice to You.
e. Prices and information on the Site may vary from advertised prices and information located elsewhere. All prices for Files and Products/Services are payable in United States Dollars, are valid and effective only within the United States, and do not include sales taxes which, if applicable, will be added to Your total invoice price. You are solely responsible for the payment of state and local sales or use taxes that may apply to Your order.

4. Payments.

a. Payments are accepted through Paypal only but payment methods may change at any time in TheGymPro.com's sole discretion. For any questions about Paypal, please visit www.paypal.com.

5. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.

a. WARRANTY DISCLAIMER. ALL FILES AND PRODUCTS/SERVICES ARE SOLD “AS IS” AND ON AN “AS AVAILABLE” BASIS. THEGYMPRO.COM DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY, OR SYSTEM INTEGRATION. THE SITE AND THE FILES AND PRODUCTS/SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE AND TREATMENT OF A LICENSED HEALTH CARE PROFESSIONAL. THEGYMPRO.COM DOES NOT GUARANTEE THAT ACCESS TO THE SITE OR TO THE FILES WILL BE UNINTERRUPTED AND ERROR FREE, AND THEGYMPRO.COM MAY SUSPEND OR CANCEL SERVICE AT ANY TIME WITHOUT NOTICE. YOU ACKNOWLEDGE BY YOUR USE OF FILES AND PRODUCTS/SERVICES THAT YOUR USE THEREOF AND ANY RELIANCE UPON THEM IS AT YOUR OWN RISK.
b. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THEGYMPRO.COM, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, OR AGENTS (EACH, AN "THEGYMPRO.COM PARTY") SHALL BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA, OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THEGYMPRO.COM HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
c. MAXIMUM LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEGYMPRO.COM’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY YOU TO THEGYMPRO.COM FOR FILES AND PRODUCTS/SERVICES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO THEGYMPRO.COM’S LIABILITY.
d. INDEMNIFICATION. YOU AGREE TO DEFEND AND INDEMNIFY THEGYMPRO.COM AND THE THEGYMPRO.COM PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO YOUR SUE OF THE SITE, OR ANY FILE OR PRODUCT/SERVICE.

6. Usage. Federal law provides severe civil and criminal penalties for the unauthorized reproduction, distribution or exhibition of copyrighted materials. Criminal copyright infringement is investigated by the FBI and may constitute a felony with a minimum penalty of up to five years in prison and/or $250,000 fine. ALL FILES AND OTHER PRODUCTS/SERVICES, AND THE SITE AND ALL CONTENTS THEREOF, ARE THE EXCLUSIVE PROPERTY OF THEGYMPRO.COM (UNLESS OTHERWISE NOTED IN WRITING THEREON) THE COPYRIGHT AND ALL OTHER RIGHTS TO WHICH ARE OWNED BY THEGYMPRO.COM.

7. Medical Liability, Waiver and Release.

a. Not Medical Advice. The instructions and advice contained in any of the Files or Products/Services are not medical advice. Not all exercises are suited for everyone. Please do not perform any exercise if feeling strained or uncomfortable. Consult with Your physician before performing any exercise routine. The creators and producers of, and participants in, any of the Files and Products/Services do not assume, and shall not have, any liability to You for injury or loss in connection therewith.
b. Waiver and Release. BECAUSE PHYSICAL EXERCISE CAN BE STRENUOUS AND SUBJECT TO RISK OF SERIOUS INJURY, THEGYMPRO.COM URGES YOU TO OBTAIN A PHYSICAL EXAMINATION FROM A DOCTOR BEFORE USING ANY EXERCISE EQUIPMENT OR PARTICIPATING IN ANY EXERCISE ACTIVITY. YOU AGREE THAT BY PARTICIPATING IN PHYSICAL EXERCISE OR TRAINING ACTIVITIES, YOU DO SO ENTIRELY AT YOUR OWN RISK. ANY RECOMMENDATION FOR CHANGES IN DIET INCLUDING THE USE OF FOOD SUPPLEMENTS, WEIGHT REDUCTION AND/OR BODY BUILDING ENHANCEMENT PRODUCTS ARE ENTIRELY YOUR RESPONSIBILITY AND YOU SHOULD CONSULT A PHYSICIAN PRIOR TO UNDERGOING ANY DIETARY OR FOOD SUPPLEMENT CHANGES. YOU AGREE THAT YOU ARE VOLUNTARILY PARTICIPATING IN THESE ACTIVITIES AND USE OF THIS SITE AND ASSUME ALL RISKS OF INJURY, ILLNESS, OR DEATH.

YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY. YOU EXPRESSLY AGREE TO RELEASE AND DISCHARGE EACH THEGYMPRO.COM RELEASEE (AS DEFINED BELOW) FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND YOU AGREE TO VOLUNTARILY GIVE UP AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST ANY THEGYMPRO.COM RELEASEE FOR PERSONAL INJURY OR PROPERTY DAMAGE.

TO THE EXTENT THAT STATUTE OR CASE LAW DOES NOT PROHIBIT RELEASES FOR NEGLIGENCE, THIS RELEASE IS ALSO FOR NEGLIGENCE. IF ANY PORTION OF THIS RELEASE FROM LIABILITY SHALL BE DEEMED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, THEN THE REMAINDER OF THIS RELEASE FROM LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT AND THE OFFENDING PROVISION OR PROVISIONS SEVERED HERE FROM.

8. Governing Law and Jurisdiction. This Agreement (including the Terms of Use, any Additional Terms, and the Privacy Policy) is governed by the laws of the State of California, United States, without regard to its choice of law principles. Subject to Paragraph 10 below, You consent to the jurisdiction and venue of the state courts in St. Louis County, Missouri, and the federal courts in the Eastern District of Missouri for all disputes arising out of or relating to access to or the use of the Site; provided, however, that TheGymPro.com may enforce its rights and remedies under this Agreement in any appropriate jurisdiction.

9. Arbitration.

a. YOU AND THEGYMPRO.COM AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, THE SITE AND/OR ANY FILES OR OTHER PRODUCTS/SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that:
i. to the extent that You have infringed upon or violated or threatened to infringe upon or violate TheGymPro.com’s rights or breached this Agreement, You acknowledge that arbitration will not be an adequate remedy at law and that injunctive or other appropriate relief may be sought by TheGymPro.com in Court in its sole discretion; and
ii. no dispute or claim relating to any transaction You enter into with a third party may be arbitrated.
b. The arbitration shall be administered by the American Arbitration Association pursuant to its Arbitration and Mediation Rules and Procedures (the “Rules”). Judgment on the award may be entered in any court having jurisdiction. The location of the arbitration shall be in St. Louis County, Missouri, and the allocation of costs and fees for such arbitration shall be determined in accordance with such Rules and shall be subject to the limitations provided for in the Rules. If such costs are determined to be excessive in a consumer dispute, TheGymPro.com will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
c. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU AGAINST OR INVOLVING THEGYMPRO.COM BE INSTITUTED MORE THAN ONE (1) YEAR AFTER YOUR CLAIM FIRST ACCRUED OR YOU FIRST BECAME AWARE OR REASONABLY SHOULD HAVE BECOME AWARE OF ANY SUCH CLAIM.

10. Complete Agreement. This Agreement (including under the Terms of Use, any Additional Terms, and the Privacy Policy) constitutes the entire agreement between You and TheGymPro.com with respect to its subject matter.