SOFTWARE

Endurance Sports Research Limited (“Ludum”) has developed a cloud-based platform (“Software”) to provide services including storing, processing and analyzing exercise and fitness data, training plans and training logs, and any other content that Licensee or its users uploads or enters into its Account (collectively, “Content”). Ludum is providing the Software for educational and analysis purposes only. The information provided via the Software is not intended to be a diagnosis or prescription. Licensee is responsible for ensuring that any user of the Software is physically able to perform any exercise related to the uses of the Software. Ludum cannot guarantee any exercise, health, weight loss or fitness results or improvements to the users of the Software.

By signing up for the Software, Licensee is agreeing to be bound by the following terms and conditions (“Terms of Service”). Ludum is constantly innovating to provide the best possible experience for its users. Licensee acknowledges and agrees that the form and nature of the Software that Ludum provides may change from time to time without prior notice. Any new features or tools which are added to the current Software shall be also subject to the Terms of Service.

Licensee agrees to use the Software only for the purposes that are permitted by: (i) these Terms of Service, and (ii) any applicable law, regulation or generally accepted practices and guidelines in the relevant jurisdictions.

ACCESS TO SOFTWARE

Licensee is responsible for determining users who have access to its account. To access certain aspects of the Software, Licensee’s users may be required to provide information (such as identification or contact details) as part of the registration process, or as part of your continued use of the Software. Licensee agrees that registration information provided to Ludum will be accurate, correct and up to date to the best of its ability.

Licensee agree not to access (or attempt to access) the Software by any means other than through the interface that is provided by Ludum, unless Licensee has been specifically allowed to do so in a separate agreement with Ludum. Licensee specifically agrees not to access (or attempt to access) the Software through any automated means (including use of scripts or web crawlers) and shall ensure compliance with any instructions set forth by Ludum.

Licensee agrees and understands that it is responsible for maintaining the confidentiality of passwords associated with any account used to access the Software. Accordingly, Licensee is solely responsible to Ludum for all activities that occur under its account. If Licensee becomes aware of any unauthorized use of a password or account, it shall notify Ludum immediately at info@Ludum.

SOFTWARE LICENSE

Ludum gives Licensee a personal, worldwide, non-assignable, royalty-free, and non-exclusive license to use the Software provided by Ludum as part of the Services (“Software”). This license is for the sole purpose of enabling Licensee to use and enjoy the benefit of the Services as provided by Ludum in the manner permitted by these Terms of Service.

Licensee may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise try to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically authorized by Ludum in writing.

Unless Ludum has given Licensee specific written permission to do so, Licensee may not assign (or grant a sublicense of) Licensee’s rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of Licensee’s rights to use the Software.

INTELLECTUAL PROPERTY

Licensee understands and agrees, and Ludum represents and agrees, that Ludum owns all right, title and interest in the intellectual property in the Ludum Software. Licensee may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Software (either in whole or in part) unless specifically authorized to do so by Ludum in a separate agreement.

Ludum represents and warrants that the Software does not infringe upon any copyright, moral rights, trade secrets patent, or any other Intellectual Property of any third party. Ludum will indemnify and hold harmless the Licensee from and against any and all losses, damages, liabilities, obligations, harm, charges, costs and expenses (including all reasonable legal fees) incurred by the Licensee arising from a breach of any of the representations or warranties by Ludum in the Intellectual Property section of these Terms of Service.

LICENSEE CONTENT

Licensee owns any and all data and other content submitted, posted, displayed or supplied by Licensee or its users in its use of the Software, including statistical information, user information, videos, pictures and other (“Licensee Content”). Licensee agrees that Ludum may:

(i) during the term only, access and use the Licensee Content at any time specifically and solely for the purpose of performing services related to use of the Software;

(ii) during and after the term, create and use de-identified Licensee Content for aggregate reporting purposes, including for use in respect of the development of new products and services, and enhancements to existing products and services; provided, however, that all de-identified Licensee Content will remain de-identified and no attempt will be made to re-identify such data or to ascertain the source of or the identity of any person to whom such data pertains.

Licensee grants Ludum a non-exclusive, limited, revocable, worldwide, royalty-free, license to use, reproduce, modify, adapt, translate, publish, display, create derivative works from, distribute and otherwise use the Licensee Content for the sole purposes set forth herein.

Ludum may, but has no obligation to, remove Licensee Content that its determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Ludum customer, Ludum employee, member, or officer will result in immediate account termination.

MARKS

Nothing in these Terms of Service gives Licensee the right to use any of Ludum’s trade names, trademarks, service marks, logos, domain names, trade dress and other distinctive brand features.

Licensee agrees that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.

Ludum may not use Licensee’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features except for purposes expressly set forth in these Terms of Service, and for no other reason without express written permission.

INDEMNIFICATION

By logging on and using Ludum, Licensee hereby agrees to accept these Terms of Service and further agrees to indemnify, defend, and hold harmless Ludum and its successors, agents, it’s officers, directors, shareholders and employees from any accidents, injuries, or direct or indirect damages of any kind which Licensee or any of its users may experience from fitness activities or the use of the Ludum Software and any other Ludum service except as set forth in the following paragraph.

Ludum agrees to indemnify, defend, and holds harmless Licensee and its successors, agents, officers, directors, users, and employees from and against any and all losses, damages, liabilities, obligations, harm, charges, costs and expenses (including all reasonable legal fees) caused by the negligent or intentional act or omission of Ludum or its successors, agents, officers, directors, shareholders and employees.

THIRD PARTY LINKS

The Ludum web site may include hyperlinks to other web sites or content or resources. Ludum may have no control over any web sites or resources which are provided by companies or persons other than Ludum. Licensee acknowledges and agrees that Ludum is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. Licensee acknowledges and agrees that Ludum is not liable for any loss, damage or injury which may be incurred by Licensee as a result of the availability of those external sites or resources, or as a result of any reliance placed by Licensee on the completeness, accuracy or existence of any advertising, products or other materials on or available from such web sites or resources.

LIMITATIONS OF SERVICES

Ludum offers Licensee the following limited warranties: (i) that the Service will operate in substantial accordance with its Documentation; and (ii) that any Professional Services Ludum performs for Licensee will be performed in a good and workmanlike manner by appropriately qualified personnel; (iii) Ludum represents and warrants that it is the lawful owner or licensee of any software programs or other materials used by Ludum in the performance of Services for Licensee; and (iv) Ludum represents and warrants that the Services will comply with applicable federal, state, and local laws, rules, and regulations, and will not violate the terms of any contracts with or other obligations to third parties, or any third-party rights in any patent, trademark, service mark, copyright, trade secret, or similar right. Ludum does not warrant that Licensee’s use of the Service will be uninterrupted, or that the operation of the Service will be error-free. Ludum’s only obligation, and Licensee’s only remedy, for any breach of these limited warranties will be, at Ludum’s option and expense, to either (i) use commercially reasonable efforts to correct or re-perform the Service or Professional Services, at Ludum’s expense, so that it complies with these limited warranties; (ii) provide Licensee with a reasonable procedure to circumvent the problem; or (iii) terminate the non-conforming Service, and refund to Licensee the amount Licensee paid Ludum under the applicable Order for the non-conforming Service. These limited warranties will not apply if Licensee uses the Service in any way that is not expressly permitted by this Agreement and the Documentation.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM LUDUM OR THROUGH OR FROM THE SOFTWARE OR OTHER SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

LUDUM FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LUDUM SHALL NOT BE LIABLE FOR: (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (II) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY LICENSEE, INCLUDING BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF: (A) ANY RELIANCE PLACED BY LICENSEE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN LICENSEE AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN CONJUNCTION WITH THE SERVICES; (B) CHANGES WHICH LUDUM MAY MAKE TO THE SOFTWARE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SOFTWARE (OR ANY FEATURES THEREOF); (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH LICENSEE’S USE OF THE SERVICES; (D) LICENSEE’S FAILURE TO PROVIDE LUDUM WITH ACCURATE INFORMATION; AND (E) LICENSEE’S FAILURE TO KEEP PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

GENERAL CONDITIONS

We reserve the right to modify or terminate the Service for any reason, without notice at any time, upon which Licensee will be entitled to a prorated refund for any fees paid to Ludum.

Technical support is provided to all account holders.

The failure of Ludum to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Ludum and governs your use of the Service, superseding any prior agreements between you and Ludum (including, but not limited to, any prior versions of the Terms of Service).

Questions about the Terms of Service should be sent to info@ludum.com.