TPI TERMS & CONDITIONS

Last Updated: August 2, 2021

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

TPI provides educational curriculums for professionals in the golf, health and fitness industries. TPI’s Software Service gives TPI Certified Professionals the opportunity to use TPI’s assessment and training curriculums with their own customers. If you are one of these customers, you still need to sign off on our Terms and Conditions.


These Terms and Conditions (“Agreement”) apply to any use of and access to the TPI EDU, LLC (“TPI”) Website and business management software (“Software Service”), collectively, the (“Services”) by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms in effect at the time of each such access or other use of the Services. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.

clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form) or (b) the date you (or an Affiliate) first access or use the Services.


Overview of Our Services

  • TPI Certification Programs (Levels 1, 2 and 3) – These are self-paced or instructor-led training programs for golf, fitness and medical professionals to acquire TPI Certification.
  • Professional Development Programs - These are self-paced or instructor-led programs for developing or deepening coaching and subject matter knowledge available to both TPI Certified and general consumer customers (Ex. Online video classes, non-Certification seminars).
  • Software Service (MyTPI App, MyTPI Pro App and MyTPI ProSite) - This is a program offered to TPI Certified Professionals who maintain “Active” membership status whereby they use our software platform and curriculum materials as tools to develop their own golf-fitness performance programs for coaching their clients. The TPI Certified Professionals and their clients have separate contractual arrangements between them for the coaching services of the Software Service.
  • TPI Online Store Products – These are golf-performance or TPI branded products available to all customers.

Definitions
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.

“Aggregated Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of TPI and that does not reveal any personally identifying information.

“Client” means an individual that receives professional services from you through the Services, that you market to, communicate with, evaluate or target through the Services, or that otherwise interacts with you through the Services, or that you authorize to use the Services in connection with your business.

“Marketing Services” means TPI’s online marketing platform, which allows consumers to locate TPI subscribing members and evaluate, review and email subscribing Members directly through the TPI Website and Apps.

“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable fees (or if the Services are free), and other terms as agreed to between the Parties.

“Privacy Policy” means the TPI Privacy Policy accessible at https://www.mytpi.com/privacy (or such other URL as specified by TPI), as may be updated by TPI from time to time.

“Services” means the TPI Website and Software Services (as described above) and any other services provided by TPI. “Services” excludes Third Party Offerings. Services also include, but are not limited to, communications, data, statements and information regarding physical evaluations, conditioning, golf performance training, nutritional guidance and any other consultation, instruction or advice.

“Software Service” Means the MyTPI App, MyTPI Pro App and MyTPI ProSite. These programs are offered to TPI Certified Professionals who maintain “Active” membership status whereby they use our Software Service and curriculum materials as tools to develop their own golf-fitness performance programs for coaching their clients.

“Third Party Offerings” means any third party products, applications, Websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.

“Website” means www.mytpi.com and any other Websites through which TPI makes the Services available and where the suite of TPI products including training, fitness and golf instruction content is hosted.

“Your Data” means any data, information or material (including artwork, audio recordings, code, copy, concepts, data, ideas, images, information, messages, music, photography, programs, test results, test scores, text, video recordings, written materials, and/or other materials) provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data, but excludes Aggregated Data.


  1. General Terms.

    1. Agreement. This Agreement is a binding legal agreement between you and TPI. If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and TPI are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

      Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms.

      This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial or product offering.
    2. Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website. Your access and/or use of the Services indicates Your agreement to read and be governed by the Terms and Conditions. It is Your responsibility to apprise Yourself of any such revision or modifications each time You visit or use the Services. If You do not so agree, You are not authorized to access or use the Services in any manner.
    3. Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies.
  2. Services.

    1. Access and Service Levels. TPI makes no guarantees regarding the availability of the Services (including the availability of any given Service). TPI reserves the right, in its absolute discretion, to discontinue or modify the contents of the Services, in whole or in part, and to modify the terms of the Services, including without limitation the price for the Services. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services. You agree that TPI will not be liable to You for any such discontinuance or modification of the Services.
    2. Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply TPI’s endorsement of or affiliation with the provider. TPI does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. TPI has no obligation to monitor or maintain Third Party Offerings and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting TPI to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
    3. Free, Trial and Beta Services. TPI may in its sole discretion offer free, trial or beta Services from time to time at no charge. Notwithstanding anything to the contrary herein: (a) any free, trial or beta Services are provided “AS IS” with no warranties of any kind; and (b) TPI may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you.
  3. Your Responsibilities.

    1. Liability for Affiliates and Clients. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and clients. You will ensure that your Affiliates and Clients comply with all of the provisions of this Agreement, including any Supplemental Terms and acceptable use policies provided or made available by TPI, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or Clients, and any act or omission of an Affiliate or Client that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact Clients through the Services, as applicable, in accordance with applicable laws and regulations.
    2. Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify TPI promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
    3. Restrictions on Use. You and your Affiliates and Clients will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (ix) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, TPI grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. TPI reserves the right to revoke these permissions at any time and without notice.
    4. Usernames and Passwords. TPI may reject or require that you change any username or password under your account. Usernames and passwords are for internal business use only and may not be shared with any third party, including any competitor of TPI. You, and not TPI, are responsible for any use or misuse of usernames or passwords associated with your account.
  4. Fees and Payment.

    1. Payment Terms. You agree to pay for all applicable fees, prorated charges, and taxes that may accrue in relation to your subscription to use our Services or purchase our products stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable unless otherwise stated on an Order Form or Supplemental Agreement. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide TPI with valid and updated credit card information or another form of payment acceptable to TPI. If you provide credit card information, you represent that you are authorized to use the card and you authorize TPI to charge the card for all payments hereunder. By submitting payment information, you authorize TPI to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by TPI for purposes of acknowledging or completing any
    2. Changes in Fees. All prices, discounts and promotions posted on our Website are subject to change without notice. TPI may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee. For subscription offerings TPI reserves the right to change pricing upon notice. The price charged for a product or Service will be the price advertised on our Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email.
    3. Payment Errors. If you believe a payment has been processed in error, you must provide written notice to TPI within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by TPI within such thirty (30) day period, the payment will be deemed final.
    4. Taxes. Certain sales or other taxes may apply to your purchase. These taxes vary from state to state and will be collected for orders shipped to states where these taxes are applicable. The amount of tax charged is based on current state and local tax rates as well as other factors, including the identity of the seller, the type of item purchased, and the shipment destination of the order. Please review and confirm the taxes applied to your order in your Order From before submission.
    5. Shipping Charges. Separate charges for shipping and handling will be shown prior to order and on the Order Form(s).
  5. Intellectual Property Rights

    1. TPI Intellectual Property. TPI owns all right, title and interest in and to the Services, the TPI Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, TPI reserves all rights, title and interest in and to the Services, the TPI Data and Aggregated Data, including, without limitation, all related intellectual property rights.

      Unless otherwise noted, products, patents, product names, designs, logos, titles, text, images, audio and video within the Services are the trademarks, service marks, trade names, copyrights, patents or other property of TPI or its licensors. All other unregistered and registered trademarks are the property of their respective owners. Nothing contained in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any TPI Intellectual Property displayed in the Services without the written permission of TPI.

      TPI devotes millions of dollars and countless hours every year to its research and development activities. The result of this huge investment of time and money are golf and educational products which we believe are the finest, most technologically advanced products available. The benefits of these efforts are incorporated in our products and many of these features are not apparent to the casual observer, but are absent from other products which are intended to be copies or “knock-offs” of genuine TPI products. TPI Intellectual Property is protected by a multitude of patents, trademarks and other rights granted to TPI under international, federal and state statutory and common law. Accordingly, TPI expects that others will respect its intellectual property rights. TPI vigorously enforces its intellectual property rights, whether infringement takes the form of “knock-off” products, unauthorized use of trademarks or copyrights or in any other manner.
    2. Copyrights and Trademarks. Copyright © 2021 TPI EDU, LLC. TPI’s service marks, logos and product and service names are owned by TPI. The Services contain copyrighted material, trademarks and other proprietary information which may include text, software, photos, video, graphics, music and sound. TPI owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You agree not to modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of TPI. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any such ownership rights by downloading copyrighted material or otherwise using the Services. You agree not to display or use any TPI Marks in any manner without TPI’s express prior written permission unless otherwise expressed in a Supplemental Agreement. All rights are reserved.
    3. License Grant to You. Subject to the terms and conditions of this Agreement, TPI hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term, during your time on our Website and our Software Services and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and Clients as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by TPI in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
    4. License Grant to TPI. You hereby grant to TPI and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (a) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, your Affiliates or your Clients relating to the Services or TPI’s or its affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images (collectively, “Your Marks”) in connection with: (x) providing the Services, (y) for marketing and promotional purposes in connection with TPI’s business, and (z) for Marketing Services. TPI agrees that any use by TPI of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to TPI or its affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you.
  6. Date Ownership and Use.

    1. Your Data. As between you and TPI, you own all right, title and interest in Your Data. You hereby grant to TPI a nonexclusive, worldwide, assignable, sublicensable, perpetual, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing TPI’s products and services and/or complementary products and services of our partners. You represent and warrant to TPI that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
    2. TPI Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by TPI independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information TPI obtains about Clients through the Software Service (whether the same as Your Data or otherwise), will be solely owned by TPI (collectively, “TPI Data”).
    3. Aggregated Data. You authorize TPI to aggregate or anonymize Your Data or other data in connection with the Agreement, and TPI will own all Aggregated Data. You agree that nothing in this Agreement will prohibit TPI from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any Clients.
    4. Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree to that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that TPI may process Your Data for the purpose of providing the Services and related functions, such as billing and customer or Client support, as well as to send direct marketing communications to your representatives’ or Clients, data science and product or service improvement and reporting. You represent and warrant that You are authorized to process Your Data and make such data available to TPI for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as Clients, to our Privacy Policy (notwithstanding TPI’s ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).
    5. HIPAA. The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. If you or any Affiliate is subject to HIPAA and providing or processing any PHI in connection with the Services, prior to accessing or using the Services you must notify TPI and enter into a Business Associate Agreement (“BAA”) in the form provided by TPI. You are solely responsible for determining whether you or any Affiliates are subject to HIPAA. You may send notice and request a BAA by emailing cs@mytpi.com.
    6. Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
    7. Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that TPI has no obligation whatsoever to resolve or intervene in such disputes.
  7. Confidential Information.

    A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict TPI with respect to TPI Data or Aggregated Data.
  8. Termination and Suspension.

    1. Termination. Either Party may terminate the Agreement and/or any subscription at any time, for any reason or no reason, by providing notice to the other Party at least thirty (30) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
    2. Termination for Cause. TPI may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.2, in addition to other amounts you may owe TPI, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to TPI for the period prior to the effective date of termination.
    3. Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, TPI will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.
    4. Right to Terminate or Suspend Services. We may suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to TPI or any third party, (b) that we are required to do so by law, or (c) where the Parties do not agree on the use of a sub-processor.
  9. Warranties & Disclaimer.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TPI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. TPI DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH TPI AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “TPI PARTIES”).
  10. Health Disclaimer and Release.

    The Services (including without limitation the text, images, audio, video, and descriptions contained therein) provides golf training, physical training, and other information, applications, and content published over the Internet and is intended only to assist users in their personal physical fitness and sports efforts. TPI is not a medical organization and cannot give you medical advice or a medical diagnosis. The information presented in the Services is in no way intended as medical advice or as a substitute for professional medical advice, diagnosis or treatment. This information should only be used in conjunction with the guidance and care of your physician. Whether or not you are trying to lose weight, consult your physician before beginning any diet, nutrition, or fitness plan offered through the Services. Your physician should allow for proper follow-up visits and individualize your diet, nutrition, or fitness plan as appropriate. Always seek the advice of your physician or other qualified health care provider if you have any questions regarding a medical condition, your diet, nutritional supplements, an exercise regimen, or any other matter related to your health and well-being.

    There is a risk of injury from participation in sporting events and other strenuous physical activity, including the potential for permanent paralysis, other serious injury, and/or death. YOU KNOWINGLY AND FREELY ASSUME ALL SUCH RISKS of participation in any activity or fitness program set forth through the Services. YOU AGREE THAT TPI AND/OR ANY OF ITS SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS OR ASSIGNEES (THE “RELEASED PARTIES”) SHALL NOT BE LIABLE for any claims, demands, injuries, damages, actions, or causes of action that arise in whole or in part due to the negligence of the Released Parties, or any of them. FURTHERMORE, YOU FOREVER RELEASE AND DISCHARGE, AND AGREE TO INDEMNIFY AND HOLD HARMLESS, the Released Parties from and in relation to all claims, demands, injuries, damages, actions, or causes of action that arise from or relate in any way to your participation in any activity or regimen set forth through the Services. YOU FURTHER WARRANT AND CERTIFY that you have no health conditions or defects that would prevent you from participating safely in any activity or regimen set forth through the Services, that you have consulted and been cleared by a medical doctor in relation to such participation, and that you are otherwise sufficiently fit and healthy to so participate.

    The Services are not intended for use by pregnant women, or individuals with any type of health condition. As are all users, such individuals are specifically warned to seek professional medical advice prior to initiating any form of sports training, physical training, or exercise regimen. TPI reserves the right to refuse or cancel your membership due to certain medical conditions.
  11. Indemnification.

    You agree to indemnify, defend, and hold harmless the TPI Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or Client of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or Client; (c) any actual or alleged violation by you, an Affiliate or Client of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
  12. Limitations and Exclusions of Liability.

    TPI EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY TPI. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TPI PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE PRICE ACTUALLY PAID BY YOU FOR A PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH TPI AND THE TPI PARTIES.

    IN NO EVENT WILL ANY TPI PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF TPI, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

    IN ADDITION, TPI DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER CLIENTS OR UNAUTHORIZED USERS (E.G., “HACKERS”) OF THE SERVICES.

    THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. TPI WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE IN WHOLE OR IN PART TO ANY CAUSE BEYOND TPI'S REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, STRIKES, RIOTS, WARS, FIRES, ACTS OF GOD OR ACTS OF COMPLIANCE WITH ANY LAW OR REGULATION.

    THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  13. Export Controls.

    You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and you will not use the Services to export, or allow any export or re-export in violation of any such restrictions, laws or regulations. You represent and warrant to TPI that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the United States, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.
  14. Third-Party Content.

    The Services contains information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively "Content"). TPI does not control the Content supplied by parties other than TPI. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties and not by TPI are those of the respective authors or distributors and not of TPI. Neither TPI nor any third party, including any provider, or any user of the Services, guarantees the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through the Services represents the opinions and judgments of the respective provider or user not under contract with TPI. TPI neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Services by anyone other than authorized TPI employees. Under no circumstances shall TPI be liable for any loss, damage or harm caused by a Customer's reliance on information obtained through the Services. It is the responsibility of a Customer to evaluate the information, opinion, advice or other Content available through the Services.
  15. Links to Other Sites.

    The Services may reference or link to third-party sites throughout the Internet. TPI has no control over these third-party sites or the content within them. TPI cannot and does not guarantee, represent or warrant that the content contained in these third-party sites is accurate, legal, or inoffensive. TPI does not endorse the content of any third-party site, nor do we warrant that they will not contain viruses or otherwise impact your computer. TPI does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. If you choose to link to or use a third-party Website, you should carefully review such third party's privacy statement and other terms and conditions of use. By using the Services to search for or link to another third-party site, you agree and understand that you may not make any claim against TPI for any damages or losses, whatsoever, resulting from your use of the Services to obtain search results or to link to another site.
  16. Age Restrictions

    Unless You have express permission from Your parent(s) and/or guardian (as defined under the Laws of Your jurisdiction or residence), You must be eighteen (18) years old or older to access, purchase from, or otherwise use the Services. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE SERVICES.

    No information should be submitted to or posted on the Services by children under 18 without the consent of their parent or guardian. Unless otherwise disclosed during collection, TPI does not knowingly collect or provide any personally identifying information of children under 18 years of age, regardless of its source, for any purpose whatsoever. If TPI collects such information, the information will be deleted from the TPI's systems as soon as possible after notification thereof. We do not use any information collected from users under 18 for any marketing or promotional purpose whatsoever. We do not allow children under 18 to be listed in any member directories or to receive direct marketing communications from TPI.

    We assume that if you are legally providing us with credit card information, you are an adult or are otherwise authorized to do so. In no event however, should you provide us with any information if you are under age 18. We're sorry, but you will need to ask your parent or guardian to make the purchase for you.
  17. Miscellaneous.

    1. Governing Law. THESE TERMS AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE SATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. Customer hereby irrevocably and unconditionally consents to submit to the jurisdiction of the State of Florida for any litigation arising out of or relating to use of or purchase made through the Services (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Florida courts and agrees not to plead or claim in any Florida court that such litigation brought therein has been brought in an inconvenient forum. The U.N. Convention on the International Sale of Goods will not apply.
    2. Mandatory Informal Dispute Resolution. If you have any dispute with TPI arising out of or relating to this Agreement, you agree to notify TPI in writing with a brief, written description of the dispute and your contact information, and TPI will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
    3. Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND TPI, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 15.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND TPI AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at www.adr.org/aaa/faces/rules/searchrules/rulesdetail?doc=ADRSTG_004130) as amended by this Agreement. Any arbitration hearing will be held in San Luis Obispo County, California. The applicable governing law will be as set forth in Section 15.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
    4. Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and TPI with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between TPI, on the one hand, and you or any Affiliate, on the other hand.

      I HAVE READ THIS AGREEMENT, FULLY UNDERSTAND ITS TERMS, UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING HERETO (AS EVIDENCED BY MY CONTINUED USE OF THE SERVICES AND SIGN IT FREELY AND VOLUNTARILY. I ACKNOWLEDGE THAT I HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO MY EXECUTION OF THIS AGREEMENT, WHICH I UNDERSTAND TO BE A PREREQUISITE TO MY RECEIPT OF SERVICES. FINALLY, I UNDERSTAND THAT THIS AGREEMENT SHALL BE OF FULL FORCE AND EFFECT AS TO ANY AND ALL SERVICES I RECEIVE FROM THE RELEASED PARTIES, WITHOUT REGARD TO THE DATE OR TIMING OF SUCH SERVICE. I CERTIFY THAT, IF I AM UNDER 18 YEARS OF AGE, I HAVE CAUSED MY LEGAL GUARDIAN TO CONSENT TO MY USE OF THE SITE.
    5. Waiver and Severability. No waiver of any provision of this Agreement by TPI will be effective unless in writing and signed by TPI. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
    6. Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without TPI’s prior written consent. TPI may assign, transfer or sublicense any or all of TPI’s rights or obligations under this Agreement without restriction.
    7. Notices. Any notices provided by TPI under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from TPI through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to TPI under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to TPI, Attn: TPI Customer Support, 4033 Avenida de la Plata, Oceanside, CA 92056 with a copy to TPI, Attn: TPI Legal Department, 4033 Avenida de la Plata, Oceanside, CA 92056.
    8. Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving TPI’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. 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.
    9. Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
    10. Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and TPI.

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