The Service is a web application that enables companies, other organizations and their representatives (the “Clients”) to share Peloton’s proprietary training materials and videos (the “Documents”) with their employees, contractors and other representatives (the “Readers.”) The Service also entails the provision of live, online, video-based simulation training for Readers. Videos and feedback information will be created during the Service and proprietary information provided by the Client may be made accessible to Readers via the Documents (the “Client Materials”).
Certain information, documents, products and services provided on and through the Service, including content, trademarks, logos, graphics and images that are not Documents (as defined below) (together, the “Materials”) are provided to you by Peloton and are either:
- The wholly owned property, copyrighted or otherwise, of Peloton and Peloton’s clients; or Subject to licenses pursuant to which Peloton or its clients may display or distribute such Materials
- Peloton may also make available certain tools and applications that can be used to author, edit or manage Documents (the “Software”). The Service, and any such Software, is only made available for use by Readers under the terms of this limited, non-exclusive license granted by these Terms.
- To use the Service you must be invited by a Client (or by Peloton on Client’s behalf) to view a Document. Once invited you must register for a Peloton account and create a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree that you will immediately notify Peloton of any breach of security due to loss or theft of your password. You also assume sole responsibility for all activities registered to your account. All accounts are non-transferable. You also agree that you will not share your account information with other individuals, regardless of whether those individuals are bound by a confidentiality agreement. Failure to abide by these Terms will result in the immediate termination of your account and notification of the Client that you may be in breach of any confidentiality agreements that you have in place with said Client.
Peloton grants you a limited, non-exclusive and non-transferable license to use and display the Documents and use the Service and Software solely for your professional use. You may, in accordance with any confidentiality agreement that is in place between you and Client, copy or reproduce the Documents that are available to you through the Peloton Service. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials or Software. Except as stated within these Terms, you acknowledge that you have no right, title or interest in or to the Service, any Materials, Software or Documents on any legal or equitable basis.
RESTRICTIONS OF USE
You may not:
- Disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Service or any other aspect of the Software, or modify, adapt, create derivate works based upon, or translate the Service or any other aspect of Software;
- Transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Service or any other aspect of the Software in any form to any other party;
- Use the Service except as expressly authorized hereunder or in violation of any applicable laws;
- Engage in any illegal or deceptive trade practices with respect to the Service;
- Circumvent or disable any security or other technical features or measures of the Service or any other aspect of the Software or, in any manner, attain unauthorized access to the Service;
- Use the Service to transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights;
- Use the Service to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; or
- Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
- All information you provide to us will be true, accurate, current and complete; and you will promptly update all such information to keep it true, accurate, current and complete.
- If you provide information that is untrue, inaccurate, not current or incomplete, or Peloton suspects that such information is untrue, inaccurate, not current or incomplete, Peloton reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof.
By using all or part of this Service, you consent to receiving electronic communications from Peloton or its affiliates. These electronic communications may include notices concerning or related to our Service. These electronic communications are part of your relationship with Peloton and you receive them as part of your use of the Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including any requirements that such communications be in writing.
LIMITATION OF RIGHTS
No other rights are granted except as expressly set forth in the agreement. The agreement is not a sale and does not convey any rights or ownership in, or to, the Service or any other aspect of the Software. We are not granting you any rights whatsoever in any source code underlying the Software, or any part thereof. All right, title, and interest, including all intellectual property rights in the upgrades or modifications thereof, or in any idea, know-how, and programs developed by us or our licensors during the course of performance of the Service shall remain our property.
REPRESENTATIONS & WARRANTIES
You hereby represent and warrant that:
- You are at least 18 years of age and have all necessary authority to enter into and perform your obligations under the Terms without the consent of any third party;
- Your performance of these Terms will not breach of any contract or agreement with any third party;
- You have entered into all necessary agreements, legal or otherwise, in order for you to comply with these Terms;
- You will comply in all material respects with all laws applicable to the Service; and
- You will use the Service only for lawful purposes in accordance with the agreement and all applicable policies and guidelines.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS, INCLUDING ACCOUNTING REQUIREMENTS, OR THAT THE USE OF THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICE ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICE IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. PELOTON DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.
IN ADDITION, WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE IS IN ACCORDANCE WITH APPLICABLE LAW.
WE DISCLAIM ALL LIABILITY FOR THE INFORMATION AND MATERIAL CONTAINED IN DOCUMENTS ON THE PELOTON SYSTEM. PUBLISHERS AND THEIR CLIENTS RETAIN FULL RESPONSIBILITY FOR SUCH INFORMATION, INCLUDING ITS COMPLETENESS, LEGALITY, RELIABILITY, ACCURACY, APPROPRIATENESS, ORIGINALITY AND COPYRIGHT.
LIMITATION OF DAMAGES
PELOTON SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR ACCESSING OR USING THE SERVICE, INCLUDING, WITHOUT LIMITATION, DISPLAYING, COPYING OR DOWNLOADING ANY MATERIAL ON THE SERVICE OR ANY SOFTWARE. IN NO EVENT SHALL PELOTON BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFIT, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING EVEN IF PELOTON KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL PELOTON’S AGGREGATE LIABILITY TO YOU OR ANY PERSON CLAIMING THROUGH YOU FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $500.
VENUE, JURISDICTION & DISPUTES
California law and controlling U.S. federal law, without regard to choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Service will be heard in the courts located in California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Peloton’s failure to enforce any of these Terms is not a waiver of such term. The Terms are the entire agreement between you and Peloton and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Peloton relating to the Service. The proprietary rights, disclaimer or warranties, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. These Terms will be construed as though they were equally drafted by you and Peloton and no ambiguity that may exist in these Terms will be construed against either Peloton or you due to such party being deemed to have drafted these Terms.
Unless otherwise specified, all information and screens appearing on this Service including Documents, services, Service design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of Peloton. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of copyrighted material is strictly prohibited without the express written consent of the copyright owner.