PROGRESSIVE REHAB & STRENGTH LLC
Barbell BLACKBOARD COURSE AGREEMENT
This Course Agreement (hereinafter, “Agreement”) is made by and between Progressive Rehab and Strength, a limited liability company, organized under the laws of the state of New York, hereinafter referred to as “PRS,” and you, further defined below, as a “Participant” in the “Course,” also defined below. All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the PRS’s website (“Website”), including Blackboard or other online means, and includes all “Course(s)” and “Membership Program(s),” defined below.
Article 1 - DEFINITIONS:
The terms referred to in this Agreement shall be defined as follows:
I) PRS, us, we: PRS, as the creator, operator, and publisher of the Course, is responsible for providing the Course and Membership Program and monitoring Blackboard. PRS, us, we, our, ours and other first-person pronouns will refer to the PRS, as well as, if applicable, all employees and affiliates of the PRS.
II) You, the user, the participant: You, as the participant in the course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.
III) Parties: Collectively, the parties to this Agreement, PRS and You, will be referred to as Parties.
IV) Course: Course refers to online programs offered by PRS through Blackboard. Courses have a definitive start and end date, and begin after the Participant has fully completed payment. Courses include, but are not limited to: online webinars and lectures, homework assignments, course member forums and chats, handouts, article archives and access to educational resources. Courses are topic specific and Course curricula are designed by PRS to accomplish certain goals that will be presented to the Course participants prior to commencement.
V) Membership Program: The Clinical Coach Membership Program is an ongoing resource center for clinical coaches who have submitted an application to PRS and been approved for participation in the program. The Membership Program provides ongoing community support and access to educational archives and information. Access to the Membership Program is available so long as Participants are current with their monthly access payment that is auto-billed to a credit or debit card on file with PRS.
VI) Free Programs: The PRS Free Programs are any barbell program designed to be delivered at no fee to the user under the conditions that the user uses it appropriately and according to its intended us. PRS does not intend to nor obligated to provide any service to the user of the PRS Free Programs.
Article 2 - ASSENT & ACCEPTANCE:
By purchasing and participating in a PRS Course or Membership Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please immediately cease your participation in the Course or Membership Program. If you do so after purchase, you will not be entitled to any refund. PRS only agrees to provide Courses or the Membership Program to you if you assent to this Agreement and comply with its terms.
Article 3 - AGE RESTRICTION:
You must be at least 18 (eighteen) years of age to use this Website, participate in a Course, use the Membership Program, or access any services contained herein. By participating in a Course or the Membership Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. PRS assumes no responsibility or liability for any misrepresentation of your age.
Article 4 - LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS:
We may provide you with certain information as a result of your accessing of a Course through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course (“Materials”). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in a Course, the Membership Program, and your use of the Website. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Course, your cessation of use of the Course or the Website, or at the termination of this Agreement.
If you are not a licensed clinician, participation in PRS programs does not provide you the ability to market yourself as a clinical specialist or expert. Falsely portraying yourself as a licensed clinician when you are not licensed is a direct violation of the law. PRS will report any person who falsely claims to be licensed to the proper regulatory authority for appropriate disciplinary action.
Article 5a - COURSE TERMS:
After purchasing a Course, you may not be able to begin until a specified Course Start Date. Whether or not a Course has been completed by the specified Course End Date, your access to the Course Materials will expire within six (6) months of the Course completion date. Access to Course Materials beyond the expiration date may be acquired by either: (1) signing up for a subsequent course or (2) maintaining an active account with the PRS Membership Program.
Any Course and any of its accompanying Materials or Materials made available to you through the Membership Program may not be shared with any party. If we suspect that Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to Blackboard and the PRS Website, in our sole and exclusive discretion.
We do not offer any promises or guarantees with regard to our Materials. You hereby acknowledge and agree:
A) You are solely and exclusively responsible for the choices that you make with regard to the Materials or any significant changes to your business or life;
B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course;
D) This Course does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.
Article 5b - COURSE PAYMENT & FEES:
Course Fees are due and payable upon your registration in a Course. Payment plans may be made available at the sole discretion of PRS. Course access will not begin unless and until payment has been made in full. Partial payment is considered to be a deposit and is non-refundable.
IMPORTANT: All refunds are subject to our Blackboard Course Refund Policy and are at the sole discretion of the PRS. All decisions regarding refunds are final and non-negotiable.
Article 6A – MEMBERSHIP PROGRAM TERMS:
After you have made your first monthly installment payment for the Membership Program, you will have access to information including but not limited to: community forums, private social media groups, archive or articles, educational materials, and online resources (collectively “Materials.”) Your access to these Materials will continue so long as you are current with your monthly payments.
The Membership Program, and any of its accompanying Materials, may not be shared with any party. If we suspect that Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to Membership Program and any Courses you may have access to, in our sole and exclusive discretion.
We do not offer any promises or guarantees with regard to our Membership Program Materials. You hereby acknowledge and agree:
A) You are solely and exclusively responsible for the choices that you make with regard to the Membership Program, the Materials contained within it, or any significant changes to your business or life;
B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Membership Program;
D) This Membership Program does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.
Article 6B – MEMBERSHIP PAYMENT & FEES:
I) PAYMENT POLICY: Fees for the Membership Program are deducted automatically from your account on your monthly membership renewal date. Fees are disclosed to the Participants at the time of acceptance to the Membership Program. Discounts may be made available at the sole discretion of PRS. Discount pricing is non-transferable and non-negotiable and may expire.
II) CANCELLATION POLICY: If a Participant wishes to discontinue using the Clinical Coach Membership Program, the Participant must provide written notice to the PRS Business Manager at least three (3) business days prior to their monthly membership renewal date. All accounts will be automatically withdrawn from unless and until a written request to cancel is sent to PRS. Failure to provide written notice is considered to be continual consent to participate in the program and have automatic withdrawals from your account. Any withdrawn payments are non-refundable.
Article 7 - INTELLECTUAL PROPERTY:
You agree that all Materials, any Courses, the Membership Program, the Website, and any other Services provided by the PRS are the property of the PRS, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that PRS owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
With PRS pre-approval and consent, you may reference Company IP and we require that you properly credit PRS and our authors in your reference. Failure to properly cite and/or credit PRS and our affiliate authors will give rise to a cause of action for intellectual property infringement and is considered to be plagiarism. PRS reserves the right to pursue appropriate legal action.
Article 8 - CONTENT YOU POST:
Through your participation in any Courses and your use of the Membership Program and Website, you may be permitted to post Materials to Blackboard and other parts of the Website (“User Contributions”). You hereby grant PRS a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The PRS claims no further proprietary rights in your User Contributions.
You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.
You also agree and acknowledge that the Health Insurance Portability and Accountability Act (“HIPPA”) and other governing local, state, and national privacy laws apply to any content posted on the Website or Blackboard. PRS highly values the privacy of our clients and any information that is shared in violation of HIPPA will constitute a violation of these terms and conditions and result in immediate termination from any Courses and the Membership Program. Further, PRS reserves the right to report any violation of the law to the applicable governing authority for appropriate disciplinary action. We require the utmost discretion when sharing information about client specific case studies. Although these case studies can be useful for educational and information purposes, private client health information cannot and will not be shared outside the Blackboard platform, for this may give rise to a violation of HIPPA. When sharing information may constitute a breach of HIPPA laws, PRS encourages its Participants to take caution and not share the information in the public domain.
If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.
Article 9 - YOUR OBLIGATIONS:
As a participant in a Course and Membership Program, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in Blackboard. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.
The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
COURSE SPECIFIC OBLIGATIONS: As a participant in the Course, you will be asked to undertake and complete the following obligations:
- Participation in at least three (3) LIVE online lectures
- Completion and submission of all case studies and assignments
- Schedule and complete 1 hour consultation call with instructor within fourteen (14) days of last online lecture date
Article 10 - ACCEPTABLE USE:
You agree not to use the Courses, Membership Program, or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website in any way that could damage the Courses, Membership Program, Website, Services, or general business of the PRS.
a) You further agree not to use the Website:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the PRS or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
Article 11 - NO LIABILITY:
The Courses, Membership Program, and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Courses, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Courses and Membership Program, is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Courses or Membership Program, in the Materials, or on the Website.
Article 12 - REVERSE ENGINEERING & SECURITY:
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Courses, Membership Program, or Website;
b) Violate the security of the Courses, Membership Program, or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
Article 13 - DATA LOSS:
We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Courses, Membership Program, or use of the Website is at your own risk.
Article 14 - INDEMNIFICATION:
You agree to defend and indemnify the PRS and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your participation in the Courses or Membership Program, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.
Article 15 - SPAM POLICY:
You are strictly prohibited from using Blackboard for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails. You are strictly prohibited from using Blackboard to promote any commercial activities outside of Progressive Rehab and Strength, LLC programs. Failure to comply with this requirement will result in immediate termination from the Course and you will not be eligible for a refund.
Article 16 - MODIFICATION & VARIATION:
We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
Article 17 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
Article 18 - SERVICE INTERRUPTIONS:
We may need to interrupt your access to Blackboard to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Blackboard and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.
Article 19 - TERM, TERMINATION & SUSPENSION:
We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us.
Article 20 - NO WARRANTIES:
You agree that your participation in the Courses, use of the Membership Program, and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an “As Is” basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Courses, Membership Program, or Website will meet your needs or that the Courses, Membership Program, or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course, Membership Program, or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Course or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.
Article 21 - LIMITATION ON LIABILITY:
1) We are not liable for any damages that may occur to you as a result of your participation in the Course, Membership Program, or your use of the Website, to the fullest extent permitted by law, as noted above. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
2) PRS Free Programs are independent, un-coached health and fitness coaching offered by Rori Alter through Progressive Rehab & Strength, LLC (PRS). PRS Free Programs may involve strenuous physical activity including, but not limited to, muscle strength and endurance training, cardiovascular conditioning and training, and other various fitness activities. PRS Free Programs are not considered physical therapy or coaching provided by PRS . The use of PRS Free Programs is at the users own risk and they agree to use the PRS Free Programs responsibly. They/You attest that you are in good physical condition and do not suffer from any known disability or condition which would prevent or limit participation in exercise sessions provided in the PRS Free Programs. Access and use of PRS Free Programs in purely voluntary and in no way mandated or prescribed by Rori Alter or Progressive Rehab & Strength, LLC. They/You hereby agree to use the program in no other way other than its intention.”
In consideration of their/your use of this program, they/you hereby release Rori Alter, Progressive Rehab & Strength, LLC and its agents from any claims, demands, and causes of action as a result of their/your voluntary participation and enrollment.
They/you fully understand that they/you may get injured, lose weight, gain weight or maintain weight as a result of the PRS Free Program use and subsequent participation in this program and they/you hereby release Rori Alter, Progressive Rehab & Strength, LLC and its agents from any liability now or in the future for conditions that they/you may obtain. These conditions may include, but are not limited to, heart attacks, muscle strains, muscle pulls, muscle tears, broken bones, shin splints, heat prostration, injuries to knees, injuries to back, injuries to foot, or any other illness or soreness that I may incur, including death.
Article 22 - GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Courses, Membership Program, and your use of the Website, you agree that the laws of New York shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Nassau County, New York. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Nassau County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: New York. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by PRS, the rights and liabilities of PRS will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
I) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: blackboard@progressiverehabandstrength.com.