As a user of the ABC Trainerize platform, if you use or have access to certain content created or made available by Les Mills United States Trading, Inc. and/or Les Mills International Limited, then you consent to and will be bound by the following terms and conditions (the “Les Mills Pass-Through Terms”). The Les Mills Pass-Through Terms will be in addition to, and not in lieu of, those terms and conditions governing your use of and access to the ABC Trainerize platform.
For purpose of these Les Mills Pass-Through Terms, “you” or “your” will refer to the individual or business entity (or entities) with access to or use of the ABC Trainerize platform through a user-specific account.
The parties agree that these Les Mills Pass-Through Terms will be conformed, wherever necessary, to give effect to the other provisions of the underlying terms with TSR Gym Technik Ltd dba Trainerize (“Trainerize”) governing your access to the ABC Trainerize Platform with any direct conflicts involving Les Mills Materials (defined below) being resolved in favor of these Les Mills Pass Through Terms, which shall be deemed to control.
1. Definitions.
1.1 “Les Mills” means Les Mills United States Trading, Inc.
1.2 “Les Mills Brand Guidelines” means the brand guidelines provided by Les Mills or LMI from time to time.
1.3 “Les Mills Content” means the Les Mills-created fitness videos and associated metadata, including the choreography, instruction, script, sound recordings, musical compositions and all other intellectual property or other rights owned or licensed by LMI or Les Mills incorporated therein, that Les Mills makes available through the ABC Trainerize platform.
1.4 “Les Mills Marketing Assets” means promotional imagery, logos and marketing materials in relation to Les Mills Content provided online or delivered digitally to the ABC Trainerize platform from time to time.
1.5 “Les Mills Materials” means, collectively, the Les Mills Content, Les Mills Marketing Assets and Les Mills Trademarks.
1.6 “Les Mills Trademarks” means any registered or unregistered trademarks, service marks, or trade names used by LMI or Les Mills on, in or in relation to the Les Mills Content and/or Les Mills Marketing Assets.
1.7 “LMI” means Les Mills International Limited.
2. Permitted Uses. You agree to:
- only use the Les Mills Materials as expressly permitted by these Les Mills Pass-Through Terms, or as otherwise expressly approved by Les Mills in writing.
- comply with all reasonable requirements which Les Mills or LMI advise you regarding use of the Les Mills Materials.
- comply with the Les Mills Brand Guidelines.
- comply with all applicable laws and regulations.
- only use the Les Mills Materials in a way that is not likely to damage, dilute or diminish Les Mills’ reputation or the reputation of LMI or the Les Mills exercise programs.
3. Prohibited Uses. You shall not:
- use the Les Mills Content for public performances including, without limitation, performances in or for any facility.
- use the Les Mills Content (including, without limitation, the choreography or music contained therein) to learn or instruct any fitness class.
- provide access to the Les Mills Content to anyone who is not an authorized user of your ABC Trainerize account, and in particular that you do not provide access to the Les Mills Content to a greater number of authorized users than the licensed rights granted to you for access to your ABC Trainerize account based on the tier selected and paid for by you.
- copy, reproduce, publish, transmit, broadcast, archive, download, distribute, modify, display, perform, license, transfer, exchange, translate, create derivative works from, offer for sale, or use the Les Mills Materials without the express written permission from Les Mills.
- include Les Mills Materials in connection with, or transmit from the ABC Trainerize platform, any material that is defamatory, offensive, unlawful, infringing on the rights of anyone else or otherwise objectionable.
- use Les Mills Content in any of your marketing materials in relation to Les Mills Content or the ABC Trainerize platform without Les Mills’ prior written approval.
4. Assumption of Risk. Use of the Les Mills Content is at your own risk, and you expressly assume such risk.
5. Disclaimer; Liability Waiver. Les Mills and LMI will not have and disclaim any liability, and will be held harmless for any injury, sickness or death suffered by you in connection with your use of the Les Mills Content. You further waive and release any and all claims you may have against Les Mills and LMI in connection with the Les Mills Content. Les Mills and LMI are not liable for any special, indirect, incidental, punitive or consequential damages arising out of, relating to, or resulting from your use of the Les Mills Content.
6. Limitation of Liability. Les Mills’ and LMI’s total liability arising out of, relating to, or resulting from your use of the Les Mills Content will not exceed the maximum liability assumed by you under your agreement with Trainerize for your access to and use of the ABC Trainerize platform.
7. Consent to Share Personal Information. To the extent required by applicable law, you consent to Trainerize sharing your personal information (including, for example, your viewing history) with Les Mills and any of Les Mills’ respective processors or sub-processors to measure, analyze and optimize Les Mills Content streams and views.
8. Dispute Resolution. Any dispute between you and Les Mills or LMI with respect to the Les Mills Content will be subject to binding arbitration on an individual basis. You further waive your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
9. Modification. You acknowledge and agree that Les Mills or LMI may withdraw or modify the Les Mills Content at any time.
10. Ownership; IP Rights. All right, title and interest in and to the Les Mills Content, Les Mills Marketing Assets, Les Mills Trademarks and other Les Mills intellectual property, improvements and goodwill is and will be owned exclusively by Les Mills regardless of the media or other form in which it is embodied, now or in the future. Except as specifically set forth in these Les Mills Pass-Through Terms, you do not have, and will not acquire, any right, title or interest in or to any of the Les Mills intellectual property, improvements and goodwill.
11. Third-Party Beneficiary Rights. LMI or Trainerize shall have third-party beneficiary rights to be able to enforce the terms of these Les Mills Pass-Through Terms.
12. Applicable Law. Nothing in these Les Mills Pass-Through Terms are intended to violate applicable law. If any term or provision of these Les Mills Pass-Through Terms is found to violate or be inconsistent with any applicable law, regulation, or ordinance, such term shall be deemed amended and modified to the extent necessary to comply with such law, and the remainder of the terms shall remain in full force and effect.
