Last modified: 07/30/21
Effective date: 04/03/21
These Terms, together with any documents they expressly incorporate by reference, govern your access and use of the information, resources, services, products, and tools we deliver through: (a) CARLOSSPARXZ.COM and SPARXZFITNESSCOACHING.TRAINERIZE.COM, and/or any other applicable website (individually and collectively, the “Website”); (b) social media pages; (c) in-person communications, all electronic communications, live or pre-recorded video, and/or telephone communications; and (d) mobile applications, whether operated by Company or otherwise (individually and collectively, (a), (b), (c) and (d) are the “Product”).
These Terms govern the use of all guests and registered users using the Product, including without limitation, the account manager or organization who registers an account for the Product (the “Account Manager”), and all additional managers, (collectively, along with the Account Manager, “You” or the “User”), and are binding regarding any use of the Product, and apply to You from the time that You access the Product. For clarification, “You” includes terms such as “your” and “yourself”.
You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).
We reserve the right to add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product from time to time without notice. You agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of the Website after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
4. PAYMENT TERMS
You agree to pay and authorize CARLOS SPARXZ LLC’s third-party payment processor to charge your selected payment method for the reoccurring subscription plan you select at checkout and/or for all applicable fees, taxes and purchases. All fees are in US Dollars. CARLOS SPARXZ LLC is not responsible for charges, bank fees, or foreign exchange rates applied by your Credit Card Company and/or financial institution. You are responsible for providing complete and accurate billing and contact information to us. We may suspend or terminate the Services if fees are 30 days past due.
Account Managers may be required to provide account information for at least one valid debit or credit card (“Debit or Credit Card Information”). We will use this Debit or Credit Card Information in accordance with these Terms.
We are not liable for any payments that are not completed because:
(1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account;
(2) You have not provided us with correct payment account information;
(3) your debit or credit card has expired; or
(4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).
All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. Trainer will not be responsible for any taxes, third-party fees, or duties owed by You.
5. TERMINATION AND ACCESS RESTRICTION
These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated.
We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:
a. if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
c. if we are required to terminate the relationship by law;
d. if we receive any notice of your misuse of the Product; or
e. if provision of the Product is no longer commercially viable for us.
Account Managers that use the Product during a trial period and do not register for the Product after the free trial period will have their account terminated at the end of the free trial period.
Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account and may delete all data and information associated with your account thirty (30) days after such termination. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination.
6. CANCELLATION POLICY
Users may cancel subscriptions by notifying Trainer via in-app text message OR via email at CARLOSSPARXZ@GMAIL.COM. To cancel You must agree to meet for an in-person or remote exit interview with Trainer. The Company reserves the right to waive the exit interview requirement if they see fit. The date the Account Manager has notified us of your desire to unsubscribe from the Product shall be honored as the “Cancellation Date”, not the date of the exit interview.
Regardless of whether You paid in full or are paying in installments, the services provided by the Product and the applicable fees shall continue until the end of the Account Manager’s current subscription period.
If there is a minimum commitment period associated with your subscription, then the last day of the minimum commitment period will be considered the "end of the Account Manager’s current subscription period".
If your subscription is set to auto-renew for another period, you must notify us of your desire to cancel at least fourteen (14) days prior to the end of your current term to prevent its automatic renewal and billing. At this point we are already making plans and preparing for your next cycle.
7. NO REFUND POLICY
All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.
We do, however, reserve the right to evaluate on a case-by-case basis instances where new subscription related services have not yet been initiated. If we decide to process a Refund, it will include deductions for our processing costs plus a $25 administrative fee.
8. ACCOUNT FREEZE POLICY
YOU may "FREEZE" your account a MAXIMUM of ONE TIME, for any reason, for up to 2 weeks for every 12 weeks of training under the following conditions:
(1) You will be unable to access your coaching for a minimum of two weeks.
(2) You provide written notice at least two weeks in advance
(3) You agree to pay a small administration fee
Freeze Requests must be delivered via email to "CARLOSSPARXZ@GMAIL.COM" or as an in-app text message (if you are on our custom branded training app).
A freeze will extend your program the number of weeks frozen. During the freeze, online access and billing will be suspended. Unused time and billing will resume upon reactivation
In order to use certain Products, You must register using our registration page located at CARLOSSPARXZ.COM or SPARXZFITNESSCOACHING.TRAINERIZE.COM. You understand and agree that an employer of your organization may register You for a manager account. Upon registration, the Account Manager may setup additional accounts on the registered account for others.
Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and e-mail address (“User ID”), allows You to access the Product. The User ID and password, together with any other contact information You provide us at the time of signing up for the Product form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up-to-date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via e-mail at CARLOSSPARXZ@GMAIL.COM as soon as possible.
Accounts: You may create or use additional accounts for the purpose of logging into the secured account as a manager, teacher and/or parent, as applicable to your role in the managed account. You may not open an account if you are a competitor of Trainer.
Permitted Uses: You agree to use the Product only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the Personal Information Protection and Electronic Documents Act, SC 2000, c 5.
Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.
Prohibited Uses: You may use our Website, services, and Products only for lawful purposes. You may not use our Website, services, or Products in any manner that:
a. breaches any applicable local, national or international law or regulation;
b. may in any way be considered harassment to another person or entity;
c. may in any way, is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
d. may in any way damage, disable, overburden, and/or impair the Website server, or any network connected to the Website server, and/or interfere with any other party’s use or enjoyment of the Product;
e. is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
f. harms or attempts to harm minors in any way;
g. will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or
h. will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers.
You agree that any of the foregoing will result in immediate account termination and constitute of breach of contract.
You represent and warrant that You will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.
Moderation: You understand and agree that although Company is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.
User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).
You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.
Technical Requirements: Use of the Product requires internet access through your computer and mobile device. We are not responsible for any costs or fees associated with your use of the Product.
Linking: If you would like to link to the Product, we request that you:
Inform us that you are creating a link by sending a message to CARLOSSPARXZ@GMAIL.COM.
Please indicate the URL of the page where the link will be placed.
Link to the Product home page instead of specific pages within the Product.
While Trainer encourages links to the Product, it does not wish to be linked to or from any third-party website which contains, posts or transmits any unlawful information of any kind, including, without limitation, any content
that constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation;
that may be damaging or detrimental to the activities, operations, credibility or integrity of the Trainer; or
that contains, posts or transmits any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by copyright, trademark or other proprietary rights.
The Trainer reserves the right to prohibit or refuse to accept any link to the Product, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. You agree to remove any link you may have to the Product upon the request of the Trainer.
The framing, mirroring of the Product or any of its content in any form and by any method is strictly prohibited and deep linking is discouraged. You may not cause any advertisement including any pop-up or banner advertisement to appear at, or on, or after exiting, the Product.
The Product may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such third-party website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.
11. INTELLECTUAL PROPERTY AND RIGHTS
Rights to content provided by us: You acknowledge and agree that the following is the exclusive intellectual property of Company (whether by ownership and/or license):
the Product and any associated data files;
all copyrights and trademarks associated with the Product and any applicable content; and
all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”).
Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.
You are not required to provide Trainer with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide Trainer with Feedback, Trainer may use such feedback to improve the Product or for any other purpose. Furthermore, Trainer shall own such Feedback and Trainer and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Trainer.
Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This limited license is subject to full payment of the monthly fees, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.
Rights to content provided by you: Trainer does not retain any right, title and interest to the information provided, inputted or uploaded to the Product (“User Data”). You understand and agree that the ownership of User Data shall be decided amongst yourself and your employer, if applicable, and that your User Data may be available to your employer even after the termination of your account with the Product. You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.
You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.
At any time and up to thirty (30) days after your termination with Trainer, You may request a copy of all of your User Data from the Product (“Data Dump”). You understand and agree that after the expiration of thirty (30) days after your termination with Trainer, your User Data may be permanently deleted and You will no longer have access to such Data Dump. You authorize the Company to retain a copy of your User Data for legal reasons.
The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product. WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND IN CONNECTION WITH THE USE OF THE PRODUCT, WHETHER EXPRESS OR IMPLIED. THESE DISCLAIMERS INCLUDE, WITHOUT LIMITATION: THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS; THAT THE PRODUCT WILL BE SECURE; AND THAT THE PRODUCT OR THE SERVERS THAT MAKE THE SITE AVAILABLE WILL BE VIRUS-FREE OR FREE OF OTHER HARMFUL COMPONENTS; THAT COMMUNICATIONS SENT FROM THE SITE, US, OR THIRD PARTIES WORKING ON OUR BEHALF ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS; AND THAT THE PRODUCT.
Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.
No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.
Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of an employee posted to the Product, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee. Ratings and reviews posted to the Product DO NOT reflect our views.
Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.
No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and Products is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.
Periodically, we create a backup of all data in our system. This backup is for use by Trainer only in the case of disaster recovery or to maintain business operations in the case of an emergency. Trainer will not restore data unless it determines, in its sole discretion, that a data recovery is necessary.
You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:
a. any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
b. your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
c. communications received to you through your access to the Product;
d. the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;
e. the use of the Product and any related applications including third party services;
f. the use of any software related to the Product;
g. viruses, spyware, service provider failures or internet access interruptions;
h. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
i. any content relating to the use of the Product,
even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product in the previous invoice. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless Us and our officers, directors, shareholders, employees, agents, and representatives, from and against any and all damages, judgments, liability, costs, and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.
You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third-party claims, or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.
16. GOVERNING LAW; FORUM OF DISPUTES; ATTORNEYS’ FEES
By visiting the Website or using the Product, You agree that the laws of the state of Arizona, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the state of Arizona, and You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction of the courts of Arizona. If any arbitration, proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and/or arbitrator, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).
You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void, or unenforceable shall be stricken from these Terms.
The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time at our sole discretion. The Agreement will be binding upon and will inure to the benefit of the
respective parties hereto, their respective successors in interest, legal representatives, heirs, and assigns.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.
By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.
If You have any questions or comments regarding these Terms please contact our head office by email at CARLOSSPARXZ@GMAIL.COM.