ANY ACCESS TO AND USE OF IDEAL BODY WELLNESS ONLINE ACCOUNT SERVICE WEB SITE, INCLUDING AND ANY OF IDEAL BODY WELLNESS SERVICES OR ELECTRONIC INFORMATION ON THE WEB SITE (COLLECTIVELY OR INDIVIDUALLY, AS THE CASE MAY BE THE "SITE") IS SUBJECT TO THE TERMS AND CONDITIONS OF USE SET FORTH IN THIS DOCUMENT AS THEY ARE AMENDED FROM TIME TO TIME BY IDEAL BODY WELLNESS (THE "TERMS"). USE OF THE SITE BY ANYONE NOT AUTHORIZED BY IDEAL BODY WELLNESS IS STRICTLY PROHIBITED. BY ACCESSING, COPYING OR OTHERWISE USING THE SITE, YOU - THE "DEALER" – AGREE TO BE BOUND BY THE TERMS. IDEAL BODY WELLNESS MAY CHANGE THE TERMS FROM TIME TO TIME IN ITS SOLE DISCRETION, AND DEALER’S USE OF THE SITE AFTER SUCH CHANGES SHALL CONSTITUTE DEALER’S AGREEMENT TO ABIDE BY THE TERMS AS CHANGED. IF DEALER DOES NOT AGREE TO THE TERMS, DEALER MAY NOT ACCESS OR USE THE SITE.
License. Ideal Body Wellness grants to Dealer, and Dealer accepts from Ideal Body Wellness, a personal, revocable, non-exclusive and non-transferable license to access and use the Site solely for Dealer’s personal and internal business use and not for redistribution, remarketing, operation for a third party or in respect of a third party’s data or any other use. Ideal Body Wellness reserves all rights not expressly granted under this Section.
Internal Business Use Only; Copyright. Unless otherwise specified, the Site is for Dealer’s personal and internal business use only. The Site design, text and graphics, and the selection and arrangement of such elements is copyrighted and is protected by worldwide copyright laws and treaty provisions. The Site and its material may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Ideal Body Wellness’s prior written permission and is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Except as expressly provided herein, Ideal Body Wellness does not grant any express or implied right to Dealer under any patents, copyrights, trademarks or trade secret information.
Links to Other Materials. Linked sites are not under the control of Ideal Body Wellness and Ideal Body Wellness is not responsible for the content of any linked site or any link contained in a linked site. Ideal Body Wellness reserves the right to terminate any link or linking program at any time. Ideal Body Wellness provides such links only as a convenience to Dealer. Ideal Body Wellness has not endorsed, tested or verified any information, programs, companies, or products on sites to which it links. If Dealer decides to access any third party sites linked to this Site, Dealer does so entirely at Dealer’s own risk.
Account Access; Password. Dealer will receive a password and account ID name upon completing Ideal Body Wellness’s registration process. Dealer shall be responsible for keeping its ID name, password and account confidential and Dealer shall be fully responsible for all activities that occur under its ID name and account. Dealer shall be responsible for any unauthorized use of its account. Dealer’s account is personal to Dealer, and Dealer shall not transfer or make available its ID name or password to another party. Any distribution by Dealer of Dealer’s ID name and password may result in cancellation of Dealer’s right to use the Site and in additional charges for unauthorized use.
Minors; Territory. The Site is a business and commercial web site and shall not be accessed by persons under the age of 18. The material on the Site is published by Ideal Body Wellness as a service to its dealers that reside in the United States, Canada and Europe. The Site shall not be used outside of these countries. Ideal Body Wellness makes no claims that the information on the Site is appropriate or may be downloaded legally outside of these countries. If Dealer accesses this Site from outside of the countries indicated, it does so at its own risk.
Unless otherwise indicated, all product and service marks and logos displayed on the Site are subject to the trademark rights of Ideal Body Wellness. A partial listing of the registered and unregistered trademarks of Ideal Body Wellness, and its suppliers and partners is set forth below. The absence of a product or service name or logo from this list does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo.
Ideal Body Wellness, Rush by Ideal Body Wellness, Ideal Body Wellness Limited Edition are all registered trademarks of Ideal Body Wellness, Inc.
Forward Looking Statement
The contents of our Site may contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the footwear industry, the economy, and about Ideal Body Wellness itself. Words such as "anticipates," "believes," estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, Ideal Body Wellness undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Future Factors include, but are not limited to, uncertainties relating to changes in demand for Ideal Body Wellness’s products; changes in consumer preferences or spending patterns; the cost and availability of inventories, services, labor and equipment furnished to Ideal Body Wellness; the degree of competition by Ideal Body Wellness’s competitors; changes in government and regulatory policies; changes in trading policies or import and export regulations; changes in interest rates, tax laws, duties or applicable assessments; technological developments; and changes in domestic or international economic conditions. These matters are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.
Term and Termination
These Terms shall remain in effect until terminated by either Ideal Body Wellness or Dealer. Dealer may terminate these Terms at any time. Ideal Body Wellness may also terminate these Terms in its sole discretion at any time for any reason, and may do so immediately without notice, and accordingly deny Dealer access to the Site.
DISCLAIMER OF WARRANTIES
Ideal Body Wellness MAKES NO REPRESENTATIONS OR WARRANTIES THAT (i) THE SITE WILL MEET DEALER’S REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY DEALER THROUGH THE SITE WILL MEET ITS EXPECTATIONS. Ideal Body Wellness UNDERTAKES NO OBLIGATION TO UPDATE, AMEND OR CLARIFY THE SITE.
No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED TO DEALER "AS IS" AND WITH ALL FAULTS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. DEALER’S USE OF THE SITE IS AT ITS SOLE RISK. Ideal Body Wellness EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH REGARD TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, RESULTS, AND LACK OF NEGLIGENCE. THE ENTIRE RISK ARISING OUT OF USE OF THE SITE REMAINS WITH DEALER. Ideal Body Wellness MAKES NO COMMITMENT TO UPDATE THE SITE.
LIMITATION OF LIABILITY AND REMEDIES
Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Ideal Body Wellness BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE, EVEN IF Ideal Body Wellness KNOWS OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. IF DEALER IS DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THE TERMS, DEALER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
Indemnification. Dealer agrees to defend, indemnify and hold Ideal Body Wellness harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney’s fees), which Ideal Body Wellness may hereafter incur, become responsible for or pay out arising out of Dealer’s use of the Site or Dealer’s breach of any term or provision of this Agreement.
Modification. Ideal Body Wellness reserves the right at any time and at its sole discretion to change the terms, conditions, and notices under which the Site is offered, including but not limited to the charges associated with the use of the Site. Ideal Body Wellness may revise the Terms at any time by updating this posting. Dealer should visit this page from time to time to review the then-current Terms because they are binding on Dealer. Certain provisions of the Terms may be superseded by expressly designated legal notices given to the Dealer or terms located on particular pages at the Site. Ideal Body Wellness also reserves the right at any time and at its sole discretion to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Dealer agrees that Ideal Body Wellness shall not be liable to Dealer or to any third party for any modification, suspension or discontinuance of the Site.
Assignment. Dealer may not assign any rights in nor delegate any obligations under the Terms or any portion thereof without the written consent of Ideal Body Wellness. Any attempt to do so shall be deemed a breach of the Terms.
Jurisdiction. The Terms shall be governed by and interpreted according to the laws of the State of Texas, without regard to conflicts of law principles. Ideal Body Wellness and Dealer agree that all disputes and litigation regarding the Terms, the Site, and matters connected with its performance or relating to the use of the Site shall be subject to, and they each consent to jurisdiction and venue in, the state and federal courts in Harris County, Texas. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.
Equitable Relief. Dealer recognizes and acknowledges that a breach by Dealer of any of its obligations under the Terms will cause Ideal Body Wellness irreparable damage, which cannot be readily remedied by monetary damages in an action at law. Accordingly, in the event of any default or breach by Dealer, including any action by Dealer that could cause some loss or dilution of Ideal Body Wellness’s goodwill, reputation, or rights in the Site, Ideal Body Wellness shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
Entire Agreement. The Terms embody the entire agreement and understanding between Ideal Body Wellness and Dealer with respect to the subject matter of the Terms and supersedes all prior oral or written agreements and understandings relating to the subject matter of the Terms. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Terms shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Terms.