TERMS AND CONDITIONS
Thank you for visiting us. This document (the “Terms”) and the other documents referenced below make up a legally binding agreement (the “Agreement”) between you and Build Peak Compete Performance Systems, LLC. (“BPC” or “we” or “us”).
If you have any questions or concerns about these Terms, please contact us at www.buildpeakcompete.com/contact/ or call us at the numbers we provide in on our Websites.
1. Accepting These Terms and Conditions
These Terms set out your rights and responsibilities when you use www.member.buildpeakcompete.com, www.buildpeakcompete.com, or www.cyclingarsenal.com (the “Websites”), when you use any of the contents or materials on the Websites, when you purchase a membership or other services offered by us, or when you otherwise use any of our products and services made available through the Websites (collectively, the “Services”).
You are agreeing to these Terms by using any of our Services (even just browsing our Websites). And your continued use of the Services means you accept these Terms, as we may revise them from time to time. For that reason, you must review these Terms from time to time for updates and changes. If you are a paid member and we make material changes to these Terms, we will let you know within your membership account or via e-mail or another reasonable method of communicating with you.
In short, if you don’t agree to these Terms, you are not permitted to use our Services (which includes the Websites).
2. Our Services
Our Services include the Websites, courses, online classes, physiological testing and analysis, nutritional consulting, contests, challenges, one on one instruction, tutorials, coaching sessions, educational and study materials, and streaming videos. Our Services may also include access to certain software programs that we use or make available to you to assist in providing our Services, such as video software and e-mail relay services (collectively, the “Third Party Services”).
In order to access certain components of the Services, we may, from time to time, require you to agree to additional terms and conditions. In such a case, those additional terms and conditions are supplemental to these Terms. In the event of any conflict between these Terms and such additional terms and conditions, these Terms will govern to the extent of the conflict.
3. Your Privacy
You consent to the collection, processing, transmission, use, retention and disclosure of your Personal Information by us in accordance with the General Data Protection Regulation (collectively, “Privacy Legislation”).
We may be required, in accordance with the Privacy Legislation, to disclose your Personal Information to satisfy any applicable laws, regulations, legal process or governmental request. You authorize us to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations, (2) third parties in investigating acts in violation of this Agreement and (3) system administrators at Internet service providers, Third Party Services networks or computing facilities in order to enforce this Agreement. Such cooperation may include providing the username, IP address, Personal Information or other identifying information about you. We will only do so to the minimum extent reasonably required to achieve our objectives, and at all times in accordance with the Privacy Legislation.
4. Third Party Services
The Services may access and grant you access to Third Party Services, contain links or references to third party websites (“Other Sites”), and incorporate information obtained from third parties (“Third Party Information“).
We provide such links and information to you only as a convenience, and the inclusion of any link or Third Party Information does not imply our endorsement. You are responsible for complying with any agreements with or requirements of any third parties that you may have in relation to the Third Party Services and Other Sites.
We do not control the Third Party Services, Other Sites, and Third Party Information. As such, we are not responsible for the contents, usage, limitations, requirements, or performance of any Third Party Services, Other Sites, or Third Party Information. We do not guarantee the continued interoperability of any Third Party Services with our Services.
WE HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY CLAIMING BY OR THROUGH YOU, FOR ANY ISSUES RELATING TO THE THIRD PARTY SERVICES, OTHER SITES OR THIRD PARTY INFORMATION.
5. Your Use of the Services
You must provide, maintain, and keep up-to-date, true, accurate, current and complete information about yourself where reasonably required by us, including your Personal Information. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate this Agreement and refuse use of our Services (or any portion thereof).
You are responsible for all activities undertaken by using our Services. All such activities are at your own risk.
You will not use, nor permit others to use our Services in any manner or for any purpose inconsistent with this Agreement.
You will not disrupt the functioning of our Services, share your account with others, solicit other users’ passwords, or otherwise act in a way that interferes with other users’ use of our Services. For example, you will not: (a) distribute a virus or other harmful computer code; (b) overburden or impair the Services such as by generating levels of traffic sufficient to impede others’ ability to use the Services; (c) attempt to gain unauthorized access to the Services, through hacking, password mining, phishing or any other means; or (d) publish or distribute information, software or other materials or tools designed to compromise the security of the Services.
You will not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Services.
We may establish limits concerning your use of the Services, such as your quantity of usage in a given period of time.
You agree that we have no responsibility or liability whatsoever for the deletion, corruption or failure to store any content maintained or transmitted by or through the Services.
We reserve the right to delete, without notice, accounts that are inactive for an extended period of time.
You will use the Services only for the educational, recreational and informational purposes pursuant to these Terms. By way of example only, you agree that when using the Services, you will not:
(a) Use them in connection with surveys, contests, pyramid schemes, spamming or any unsolicited messages (commercial or otherwise);
(b) Defame, abuse, harass, threaten or otherwise violate the legal rights (including rights of privacy and publicity) of others;
(c) Publish, upload, or distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or materials that you do not have a legal right to make available;
(d) Falsify or delete any email headers, author and/or owner attributions, legal or other proper notices (such as copyright and trademark notices) or proprietary designations, in order to disguise the origin of the same or to breach applicable intellectual property laws;
(e) Violate any code of conduct or other guidelines that we may post on the Websites or advise you of through the Services (including by way of e-mail or notification on your account);
(f) Collect information about others, without their consent;
(g) Resell any of the Services;
(h) Violate any laws or regulations in your use or access to the Services; or
(h) Impersonate any person or falsely state or otherwise misrepresent your affiliation with any person or create a false identity to mislead others.
We have no obligation to monitor the content or users of the Services. However, we reserve the right to review materials posted to or sent through the Services and, in our sole discretion, we may remove any materials without notice to you and for any reason we choose, in our sole discretion.
6. Use of the Services by Others
You will keep your password(s) confidential and immediately notify us of any unauthorized use of your password or account.
The Services are not intended for use by minors (i.e., persons under the age of majority). If you, as a legal guardian, wish to allow a minor to use the Services, you acknowledge and agree that such minor has your express permission to access the Services. In such a case, you are responsible for determining whether use of the Services are appropriate for such minor and you assume all risks for such minor’s actions resulting from their use of the Services, including injury, death, or property damage.
7. Use of the Services outside the USA
If you choose to access the Services from locations other than the United States of America, you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of data exported from or imported to US or the country in which you reside. We make no representation that the Services are appropriate or available for use in locations outside the US.
8. Limitations of Liability
The Websites and the Services are provided “as is”, “with all faults” and “as available” and at your sole risk, without representation or warranty of any kind.
We make no warranty or representation that the Services will be available, uninterrupted, timely, secure, virus or error-free.
We shall have no liability to you of any kind with respect to any service provided by any third party through or in conjunction with Services.
We are not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another’s rights, including intellectual property and privacy rights.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE, NOR OUR EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS OR REVENUES, LOSS OF THE USE OF THE SERVICES, LOSS OF DATA, REPLACEMENT SERVICES, DOWNTIME COSTS OR THE CLAIMS OF ANY THIRD PARTIES FOR SUCH DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) DOLLARS OR THE AMOUNT YOU PAID TO US IN THE PAST TWELVE MONTHS.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY INCLUDE INSTRUCTIONS, COACHING, CLASSES AND GUIDANCE ON ACTIVITIES THAT MAY INVOLVE RISK OF INJURY, DEATH OR PROPERTY DAMAGE TO YOU OR TO OTHERS. YOU VOLUNTARILY ASSUME ALL SUCH RISK AND FREELY ACCEPT AND FULLY ASSUME ALL SUCH RISKS, DANGERS AND HAZARDS AND THE POSSIBILITY OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND LOSS RESULTING THEREFROM. YOU WAIVE ANY AND ALL CLAIMS THAT YOU HAVE OR MAY IN THE FUTURE HAVE AGAINST US AND OUR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, VOLUNTEERS, CONTRACTORS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”), AND RELEASE THE RELEASEES FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE (INCLUDING LAWYERS’ FEES AND DISBURSEMENTS) OR INJURY INCLUDING DEATH THAT YOU MAY SUFFER RESULTING FROM ANY ACTIVITIES YOU PARTAKE IN BASED ON YOUR USE OF THE WEBSITES AND THE SERVICES, DUE TO ANY CAUSE WHATSOEVER.
You agree to defend, indemnify, and hold us (including our employees, owners, directors, and affiliated companies) harmless from and against any and all claims, damages, losses, or expenses (including reasonable lawyers’ fees and costs) incurred by us in connection with any claims, suits, judgments and causes of action that arises from: (a) your actions; (b) your use (or misuse) of our Services (c) your breach of these Terms or our Agreement; and (d) your account’s infringement of someone else’s rights. This includes any injury, death or property damage to you or to others arising from your acts in connection with your use of the Services. Further, if you authorize use of the Services to any minor (if permitted under this Agreement), you indemnify us of, from, and against any claims by such minors against us on the same terms as contained in this section.
10. Intellectual Property Rights
All intellectual property in the Services (including the Websites and all contents posted on, or made available through the Websites) or made available or disclosed to you in the provision of the Services are and shall remain our sole and exclusive property and except as set out herein, no right, title, or interest is granted in any of our intellectual property to you.
Further, we will own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from your requests or comments.
We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, subject to these Terms.
You may not print, copy, decompile, disassemble, reverse engineer, reproduce, distribute, modify or in any other manner duplicate any of the Services or other materials made available to you as part of the Services, in whole or in part, without our prior written consent, at our sole discretion.
You agree not to “crawl,” “scrape,” or “spider” any page of the Services or to reverse engineer or attempt to obtain the source code of the Services.
11. Term and Termination
This Agreement begins on the earlier of: (a) the date you commence using the Services (including your first use of the Websites); and (b) when you are accepted as a member, and ends upon the earlier of: (a) the expiration of your membership with us; and (b) termination of this Agreement by you or by us as permitted in this Agreement. If you continue to use the Services (such as the free components of the Websites) after termination, this Agreement will continue to apply to you until you no longer use any of the Services.
We reserve the right to discontinue, modify, temporarily suspend, or terminate your access to, the Services at any time, without notice, for any reason whatsoever. In such a case, in the event you have prepaid fees, unless our termination is based on a breach or reasonably suspected breach by you of these Terms, we will refund you the unused portion of your prepaid fees, which shall be your sole remedy against us.
Upon termination of any account you may have with us, you authorize us to delete any materials, files, programs, data, Personal Information, and email messages, if any, associated with such account.
Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or by mail and addressed to: (1) you, at the billing address supplied to us by you; or (2) us, at the following address, or such other address as we may advise from time to time:
BPC Performance Systems
2828 Baytown Cv
Germantown, TN 38138
In the alternative, we reserve the right to provide notice to you by e-mail.
13. Force Majeure
Neither party shall be deemed in default of this Agreement for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing non-performance of any obligation by either Party to make payment to the other Party under this Agreement.
14. Dispute Resolution
Any disagreement or dispute arising out of or relating to this Agreement, or the breach or alleged breach thereof which the parties to this Agreement are unable to resolve after good faith negotiations lasting no more than thirty (30) consecutive days within any calendar year, shall be settled by final and binding arbitration to be conducted in Germantown, TN, USA. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial.
15. General Provisions
The terms contained in this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement, shall so survive and remain in full force and effect, notwithstanding termination or expiration of this Agreement. This includes sections 8, 9 and 10.
This Agreement is to be construed under the laws of the state of Tennessee and the United States of America. The parties to this Agreement irrevocably consents and attorns to the jurisdiction of the courts located in the state of Tennessee. The Parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement.
Except as otherwise specifically stated in this Agreement, the provisions herein are for the benefit of the parties and not for any other person or entity. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Waiver by either Party of any default by the other Party shall not be deemed a continuing waiver of such default or a waiver of any other default.
We may assign this Agreement without notice to you. You will not assign this Agreement without our prior written consent, at our sole discretion.
We may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by subcontractors.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and us with respect to the Services.
It is the express will of the parties that this Agreement and all related documents have been drawn up in English.
This Agreement will inure to the benefits of the respective Parties’ respective successors, heir and assigns.