B|PTFIT WELLNESS MEMBERSHIP
TERMS AND CONDITIONS
Last Updated: March 28, 2022
PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. Bedford Physical Therapy & Fitness Services, LLC (Referred to in this document as “Bedford”, together with our affiliates, “we”, or “us”) provides physical therapy, fitness, massage, health and wellness related services and content , both in person and through the Bedford website (collectively called the “B|PTFit Membership” or “Service”). By registering as a member, purchasing a Membership, or by visiting, browsing, or using the B|PTFit Membership in any way and have your usual residence in the United States, you (as a “user”) accept and agree to be bound by these Terms and Conditions (“Terms”), which forms a binding agreement between you and Bedford.
PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14). READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14 BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND BEDFORD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
If you do not wish to be bound by these Terms, you may not access or use the B|PTFit Membership. Certain elements of the B|PTFit Membership may be subject to additional terms and conditions specified from time to time; your use of those elements of the B|PTFit Membership is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
1. Who May Use the B|PTFit Membership
Age Requirement. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to purchase a membership subscription and become a Membership Holder (as defined in the Membership Terms).
We may, in our sole discretion, refuse to offer the B|PTFit Membship to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the B|PTFit Membership is revoked where these Terms or use of the B|PTFit Membership is prohibited or conflicts with any applicable law, rule or regulation. Further, the B|PTFit Membership is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.
2. License to Use the B|PTFit Membership
License. Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the B|PTFit Membership, Bedford grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the B|PTFit Membership for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the B|PTFit Membership, provided you keep intact all copyright and other proprietary notices. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Bedford.
Restrictions. Except as expressly permitted in writing by an authorized representative of Bedford, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the B|PTFit Membership, nor will you take any measures to interfere with or damage the B|PTFit Membership. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the B|PTFit Membership, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by Bedford in these Terms are reserved.
· What information we may collect about you;
· What we use that information for; and
· With whom we share that information.
4. Membership Requirements Registration
To enjoy full access to the B|PTFit Membership, you must register as a member of the B|PTFit Membership. Where applicable, your access is also governed by the Membership Terms. You must provide complete and accurate registration information to Bedford, complete the registration process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your membership.
Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the B|PTFit Membership. If you become aware of an unauthorized access to your account, change your password and notify us immediately.
5. Membership Structure and Fees
Bedford will provide information on its various membership options through its website. Features and prices are subject to change.
6. Termination; Account Deletion
Term. These Terms begin on the date you first use the B|PTFit Membership and continue as long as you have an account with us and/or continue to use the B|PTFit Membership.
Termination. Bedford may, in Bedford’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if Bedford determines that you have violated these Terms or that your conduct or User Content would tend to damage Bedford’s reputation or goodwill. If Bedford deletes your account, you may not re-register for or use the B|PTFit Membership under any other user name or profile. Bedford may block your access to the B|PTFit Membership to prevent re-registration.
Effect of Termination / Account Deletion. Upon termination, all licenses granted by Bedford will terminate. These Terms shall survive termination. In the event of account deletion for any reason, User Content may no longer be available and Bedford is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to B|PTFit Membership and any and all Content or features provided through the B|PTFit Membership.
7. User Content
“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the B|PTFit Membership; and (ii) “User Content” means any content that users (including you) provide to be made available through the B|PTFit Membership. Content includes, without limitation, User Content.
Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the B|PTFit Membership is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the B|PTFit Membership.
As between you and Bedford, you represent that you own (or have all rights necessary to grant Bedford the rights below to) all User Content that you submit to the B|PTFit Membership, and that Bedford will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant Bedford a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the B|PTFit Membership permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to Bedford or through the B|PTFit MEmerbship about improving or adding new features or products to the B|PTFit Memership or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to Bedford a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the B|PTFit Membership. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
8. General Prohibitions and Bedford’s Enforcement Rights
You agree not to do any of the following:
1. Post, upload, publish, submit or transmit any User Content or engage in any activity that:
i. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
ii. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
iii. is fraudulent, false, misleading or deceptive;
iv. is defamatory, obscene, pornographic, vulgar or offensive;
v. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
vi. is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity;
vii. exploits minors; or
viii. promotes illegal or harmful activities or substances;
2. Use, display, mirror or frame the Bedford Service or any individual element within the B|PTFit Membership, Bedford’s name, any Bedford trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Bedford’s express written consent;
3. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Bedford or any of Bedford’s providers or any other third party (including another user) to protect the B|PTFit Membership or Content;
4. Access, tamper with, or use non-public areas of the B|PTFit Membership, Bedford’s computer systems, or the technical delivery systems of Bedford’s providers;
5. Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the B|PTFit Membership;
6. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the B|PTFit Membership or Content;
7. Attempt to probe, scan or test the vulnerability of any Bedford system or network or breach any security or authentication measures;
8. Collect or store any personally identifiable information from the B|PTFit Membership from other users of the B|PTFit Membership without their express permission;
9. Access, use or exploit the B|PTFit Membership in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with Bedford or the B|PTFit Membership;
10. Attempt to access, scrape or search the B|PTFit Membership or Content or download Content from the B|PTFit Membership, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Bedford or other generally available third-party web browsers;
11. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the B|PTFit Membership;
12. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the B|PTFit Membership or Content to send altered, deceptive or false source-identifying information;
13. Use any meta tags or other hidden text or metadata utilizing a Bedford trademark, logo URL or product name without Bedford’s express written consent;
14. Alter, replicate, store, distribute or create derivatives from the Content available via the B|PTFit Membership except as expressly permitted in writing by Bedford;
15. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
16. Use the B|PTFit Membership or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Bedford;
17. Copy, use, index, disclose or distribute any information or data obtained from the B|PTFit Membership, whether directly or through third parties (such as search engines), without Bedford’s express written consent;
18. Impersonate or misrepresent your affiliation with any person or entity;
19. Violate any applicable law or regulation; or
20. Encourage or enable any other individual to do any of the foregoing.
Bedford is not obligated to monitor access to or use of the Bedford Service or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the B|PTFit Membership, to ensure compliance with these Terms, to comply with applicable law or other legal requirements, and to maintain the integrity and reputation of the B|PTFit Membership and Bedford’s systems. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the B|PTFit Membership. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You agree to indemnify, defend, and hold harmless Bedford and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to
i. your activities on the B|PTFit Membership,
ii. any User Content submitted by or on behalf of you or
iii. your violation of these Terms.
10. No Warranties
Bedford reserves the right to modify the Bedford Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the B|PTFit Membership, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the B|PTFit Membership. Bedford has no obligation to screen or monitor any Content and does not guarantee that any Content available on the B|PTFit Membership is suitable for all users or that it will continue to be available for any length of time.
Bedford provides the B|PTFit Membership on an “AS IS” and “AS AVAILABLE” basis. You therefore use the B|PTFit Membership at your own risk. To the extent permitted by law, Bedford expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, Bedford makes no representations or warranties:
· That the B|PTFit Membership will be uninterrupted or error-free;
· Concerning any Content, including User Content;
· That the B|PTFit Membership will meet your needs;
· That the B|PTFit Membership is or will be permitted in your jurisdiction;
· Concerning any third party’s use of User Content that you submit;
· That Bedford will continue to support any particular feature of the Bedford Service; or
· Concerning sites and resources outside of the Bedford Service, even if linked to from the B|PTFit Membership.
To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE B|PTFIT MEMBERSHIP AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
11. Limitation of Liability
To the fullest extent permitted by law:
i. Bedford shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the B|PTFit Membership or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and
ii. Bedford’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Bedford over the 12 months preceding the date your first claim(s) arose.
If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that one or any aspect of Bedford’s limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Bedford and you.
12. Safety Warnings
THE B|PTFIT MEMBERSHIP OFFERS HEALTH, WELLNESS AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND FITNESS PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW HEALTH, WELLNESS OR FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, DIRECT PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH OUR PHYSICAL THERAPIST, A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE BEDFORD SITE OR HEARD ON THE BEDFORD SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE BEDFORD SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.
NOTHING STATED OR POSTED ON THE BEDFORD SITE OR AVAILABLE THROUGH ANY B|PTFIT MEMBERSHIP IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE B|PTFIT MEMBERSHIP IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, BEDFORD MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, WELLNESS, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE B|PTFIT MEMBERSHIP WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
In becoming a Member, with the intent of using the B|PTFit Membership, you affirm that either (A) all of the following statements are true:
i. no physician or general practitioner has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician or general practitioner;
ii. you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems;
iii. your physician or general practitioner is not currently prescribing drugs for your blood pressure or heart condition;
iv. you have never lost your balance because of dizziness and you have never lost consciousness;
v. you have never felt chest pain when engaging in physical activity;
vi. you have not experienced chest pain when not engaged in physical activity at any time within the past month;
vii. you do not have a bone or joint problem that could be made worse by a change in your physical activity; and
viii. you do not know of any other reason you should not exercise; or
(B) your physician or general practitioner has been specifically consulted by you and approved of your use of the B|PTFit Membership Services.
If applicable, you further affirm that
a. you are not pregnant, breastfeeding or lactating; unless
b. your physician or general practitioner has been specifically consulted and approved your use of the B|PTFit Membership.
Bedford reserves the right to refuse or cancel your membership if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.
13. Intellectual Property
You acknowledge that the B|PTFit Membership contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Bedford content created by Bedford, as well as any content provided to Bedford by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further.
Bedford respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe any third party’s right or other intellectual property rights. If you believe that the B|PTFit Membership or any Content contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please contact Bedford at (440) 973-495 or HealthyYou@BedfordPTFit.com or report it to us.
14. ARBITRATION REQUIREMENT & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.
1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the B|PTFit Membership or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Bedford agree that either the U.S. Federal Arbitration Act or the Ohio Arbitration Act (Ohio Rev. C. Chapter 2711) governs the interpretation and enforcement of these Terms and that you and Bedford are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
2. Exceptions and Opt-out. As limited exceptions this Section:
i. you may seek to resolve a Dispute in an Ohio small claims court, if it qualifies; and
ii. we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.
In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of William Bedford at 2 Berea Commons, Ste 10, Berea, Ohio 44017 within 30 days following the date you first agree to these Terms.
3. Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of William Bedford at 2 Berea Commons, Ste 10, Berea, Ohio 44017. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after Bedford’s receipt of the Notice, then you or Bedford may initiate arbitration proceedings as set out below.
4. Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either
i. a retired federal or state court judge, or
ii. an attorney who has been licensed to practice law in the state of Ohio for at least 10 years. The arbitration will be conducted by an in-person hearing, unless we both agree otherwise.
If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator. Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and Bedford may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes.
5. Arbitration Costs. You and Bedford shall each bear one half the cost of all filing, administration, hearing, and arbitrator fees.
6. Class Action Waiver. YOU AND BEDFORD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.
7. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 19 -- “Modification”, if Bedford changes any of the terms of this Section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of Bedford’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Bedford in accordance with the terms of this Section, as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
8. Severability. With the exception of any of the provisions in Section 14(6) above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
15. Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of Ohio, United States of America, without regard to principles of conflicts of law.
Subject to the agreements in Section 14 above, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the state and federal courts located in Cuyahoga County, Ohio, United States of America, and you consent to the jurisdiction of those courts.
16. Interpretation; Severability; Waiver; Remedies
Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by Bedford in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Bedford. Bedford’s rights and remedies hereunder are cumulative and not exclusive.
17. Successors; Assignment; No Third-Party Discounts and Advertisements
These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without Bedford’s prior written consent. Bedford may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.
Any third-party discounts or advertisements provided on the Bedford Site or offered through the B|PTFit membership are those of third parties and Bedford expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law related to the services or products offered by or related to any such third-party discounts or advertisements. You engage these third parties at your own risk.
You consent to receive all communications, including notices, agreements, disclosures, or other information, from Bedford electronically or my U.S. Mail.
For all notices to Bedford, write to the following addresses:
2 Berea Commons, Suite 10
Berea, Ohio 44017
Nothing in these Terms or otherwise limits Bedford’s right to object to subpoenas, claims, or other demands.
We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the Bedford Site. Modifications will be effective on the date that they are posted to the Bedford Site. It’s important that you review the Terms whenever we update them before you use the B|PTFit Membership. If you continue to use the B|PTFit Membership after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 14 -- “Effect of Changes on Arbitration,” you may not use the B|PTFit Membership anymore. Because the B|PTFit Membership is evolving over time we may change or discontinue all or any part of the B|PTFit Membership, at any time and without notice, at our sole discretion.
20. Entire Agreement
These Terms incorporate the Membership Terms by reference, as well as any other policies or procedures referenced herein that are posted to the Bedford Site from time to time.
In the event of a conflict between any policies posted on the B|PTFit Membership and these Terms, these Terms will control. These Terms represent the entire understanding between Bedford and you regarding the B|PTFit Membership or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
21. Force Majeure
Neither Party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable in accordance with these Terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, pandemic, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.