​Terms and Conditions

These Digital Terms of Use (together with the Additional Terms below, the "Terms") set forth the terms and conditions applicable to and governing your access to and use of any websites and applications, whether mobile, tablet, smartwatch or otherwise, of Titanium Holdings, Inc. and any of its affiliates or subsidiaries under the TITANIUM brand (collectively, "Titanium," "we," "us," or "our") on which these Terms are posted, including all features, functionalities, services and content available through such websites and applications (collectively, the "Digital Properties"). BY USING THE DIGITAL PROPERTIES OR ANY OF THE FEATURES, FUNCTIONALITIES, SERVICES OR CONTENT AVAILABLE THROUGH THE DIGITAL PROPERTIES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THESE TERMS AND EXPRESSLY AGREE THAT THEY FORM A BINDING CONTRACT BETWEEN YOU AND TITANIUM.

CHANGES TO THE TERMS These Terms may change as we continue to evolve our business, as well as the Digital Properties or any part of them. If we change these Terms, we will post the revised document here and such changes will be effective immediately upon such posting. Your continued use of the Digital Properties constitutes your acceptance of such changes and agreement to be bound by the modified Terms, and therefore we recommend that you review these Terms periodically when accessing or using the Digital Properties. We recommend that you print or save a copy of these Terms, as updated from time to time, for your reference. These terms were last updated on: November 20, 2019

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ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

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Distribution of Informal Disputes

Our goal is to do everything we can to ensure that every experience with Titanium exceeds your expectations. If that doesn't happen, we hope you'll give us an opportunity to try to address any issues or concerns. To do so, contact us by visiting http://www.titanium.com/contactus. When contacting us, we ask that you include your name, address, telephone number and email address, and a description of your problem or concern and any specific relief you are seeking.

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Arbitration Agreement

By using the Digital Properties, you and Titanium agree to submit any and all Disputes (as defined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this agreement to arbitrate (“Agreement to Arbitrate”). The arbitration will be before (1) JAMS (formerly known as Judicial Arbitration and Mediation Services), [www.jamsadr.com] (http://www.jamsadr.com/), or (2) the American Arbitration Association (“AAA”), www.adr.org. If you initiate arbitration, you will have a choice between these two arbitration forums; if Titanium initiates arbitration, it will have a choice between these two arbitration forums.

WE EACH AGREE THAT, EXCEPT AS STATED IN THE DEFINITION OF DISPUTES BELOW, ANY AND ALL DISPUTES, WHETHER CURRENT OR BASED ON PAST OR FUTURE ACTS OR OMISSIONS, INCLUDING ALL ISSUES RELATING TO THE APPLICATION , INTERPRETATION, SCOPE AND APPLICATION OF THIS AGREEMENT TO ARBITRATION (SUCH AS ISSUES OF ARBITRATION “PORTAL”, WHETHER THE AGREEMENT TO ARBITRATION IS UNKNOWING OR FALSE, AND ANY DEFENSE TO ARBITRATION) SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN BEFORE A COURT. OR A JURY IN COURT, PURSUANT TO THIS ARBITRATION AGREEMENT.

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Class Action Waiver

By using the Digital Properties, you agree that the arbitration of any Dispute (as defined below) will be conducted on an individual basis, not on a class basis, and that no such arbitration proceeding may be consolidated with any other arbitration or other legal proceedings involving Titanium or another person. In addition, you agree that you and any person bringing a claim through you will not be a class representative, class member, or otherwise participate in any class, representative, or consolidated proceeding against Titanium. We and you agree that the arbitrator of any dispute between us may not consolidate the claims of more than one person and may not preside over any form of class or representative claim or proceeding (such as a class action, representative action, consolidated action, or prosecution action). general private). If the foregoing Class Action Waiver (“Class Action Waiver”) or any part thereof is held to be invalid, illegal, unenforceable, unconscionable, void, or voidable, then the Agreement to Arbitrate will be unenforceable and the Dispute will be resolved in a court. Any claim that all or part of the Class Action Waiver is invalid, illegal, unenforceable, unconscionable, void, or voidable may only be determined by a court of competent jurisdiction and not by an arbitrator.

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Definition of Dispute

Except as described below, the term “Dispute” in this Class Action Waiver and Arbitration Agreement means any dispute, claim, or controversy between you and Titanium regarding any aspect of your relationship with Titanium, whether based on contract, statute, regulation, ordinance, tort (including, without limitation, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence, or reckless behavior), or other legal, statutory, or equitable theory, whether relating to access to and use of the Properties Digital or otherwise, and includes the validity, applicability, or scope of these Terms, except for the scope, applicability, and interpretation of the Agreement to Arbitrate and Class Action Waiver. However, “Disputes” SHALL NOT INCLUDE claims that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable, or any claim for public injunctive relief, i.e., injunctive relief which has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public. Such claims can only be determined by a court of competent jurisdiction and not by an arbitrator.

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How will arbitration work?

Arbitration proceedings may be commenced by either you or Titanium. The arbitration will take place before a single arbitrator. The arbitration will be an individual arbitration, and in no case will it be initiated as a representative or class arbitration. If you or us initiate arbitration, you and we have the option to do so before JAMS or the AAA:

• For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules and Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic Commercial Cases shall apply. JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267.

• The particular rules that apply in the AAA arbitration will depend on how much money is at stake. For less than $75,000, the AAA's Supplementary Procedures for Consumer Related Disputes / Consumer Arbitration Rules will apply; for Disputes involving $75,000 or more, the AAA Commercial Arbitration Rules will apply. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

If required for enforceability of the Agreement to Arbitrate under the Federal Arbitration Act, Titanium will pay all costs and expenses of the arbitrator. If not, those costs will be paid as specified in the above rules.

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Where will the arbitration take place?

You may bring the arbitration in New York or in the state where you live if there is a JAMS or AAA in that state. In the event Titanium initiates an arbitration, it will only do so in the state where you lived prior to JAMS or AAA, unless there is no JAMS or AAA in your state, in which case Titanium may initiate arbitration in New York. As described in the “Applicable Law” section below, the arbitrator will apply New York law.

 

Access to digital properties

The Digital Properties are intended for use by adults residing in the United States, or those adults outside of the United States who, by using the Digital Properties, consent to the use of the Digital Properties in accordance with the laws of the United States and these Terms. If you choose to access the Digital Properties from locations outside of the United States, you do so on your own initiative and at your own risk. By using or attempting to use the Digital Properties, you represent to Titanium that you meet the above eligibility requirements and have the legal capacity to enter and be bound by these Terms.

 

You are solely responsible for any charges incurred when accessing the Digital Properties, including, without limitation, charges from your Internet service provider and/or your mobile carrier. While you may be able to purchase certain goods or services through the Digital Properties, the Digital Properties themselves are currently provided free of charge. Titanium reserves the right to change the nature of this relationship at any time, without notice or liability to you. In addition, access to certain Digital Properties or portions thereof may be limited to Titanium members, as described in the "Your Account" section.

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Availability

Titanium is under no obligation to maintain the Digital Properties, in whole or in part, nor is it under any obligation to provide you with any related maintenance or support services. Titanium reserves the right to make the Digital Properties, in whole or in part, temporarily or permanently unavailable or otherwise terminate, suspend access to, replace or modify the Digital Properties, in whole or in part, at any time and without notice or liability to you.

 

YOUR ACCOUNT

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Some sections of the Digital Properties may invite or require you to create an account and associated login credentials, and you may not be able to access certain content or features, functionality or services on the Digital Properties without creating and logging into such an account. . In some cases, the right to create an account may be limited to current Titanium members in good standing. You agree to provide true, accurate and current information when creating an account, and you are responsible for updating your account information as necessary to ensure that it remains current. You are responsible for maintaining the confidentiality of your login credentials, and you hereby acknowledge and agree that you are fully responsible and liable for all use and activities that occur under your account, whether authorized by you or not. You agree to notify Titanium immediately if you become aware of or suspect any unauthorized use of your account or password or any other breach of security involving your account. Notwithstanding anything to the contrary in these Terms, Titanium reserves the right to deny the creation of, suspend access to, or terminate any account(s), or remove or modify the content, features, functionality, and/or services available to holders. accounts, at any time and at its sole discretion and without notice or liability to you.

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LIMITED RIGHT TO USE THE DIGITAL PROPERTIES

Subject to your compliance with these Terms, Titanium grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Digital Properties solely for your personal, non-commercial use. However, Titanium does not grant you any rights, and you agree not to do any of the following:

• Use the Digital Properties or any portion thereof for any commercial purpose or for the benefit of any other person or entity, including, without limitation, by selling, renting, leasing, assigning, transferring, hosting, or commercially exploiting any Digital Property or any part of her.

• Use a false email address or other identifying information, impersonate any person or entity, or otherwise misrepresent your relationship with Titanium.

• Use the Digital Properties for any illegal purpose.

• Copy, transmit, reproduce, duplicate, archive, store (other than standard browser caching), download, publish, modify, create derivative works from, reverse engineer, translate or distribute any Digital Property or any part thereof by any means, except as expressly permitted by these Terms or as otherwise clearly contemplated in the features and functionality of the Digital Properties, for example, by sharing content through a "

• Remove, alter, circumvent or circumvent any copyright, trademark or other content protection notices included in or associated with the Digital Properties or any Content. Similarly, you may not modify, remove, or otherwise interfere with any embedded player that may be available in connection with certain Content.

• Use any software robots, spiders, crawlers, or similar data extraction or harvesting tools or methods, whether automated, programmed, or manual, including without limitation to access, acquire, copy, monitor, or submit through any portion of the Digital Properties.

• Take any other knowing or intentional action that may impose an unreasonable burden or burden on the Digital Properties or its servers and infrastructure.

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Any unauthorized use by you, or otherwise under your account or on your personal computer or device, of the Digital Properties or any portion thereof will immediately terminate the limited rights granted to you under these Terms, and such termination will be without prejudice to of any other right or remedy that Titanium may have under applicable law or in equity.

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ACCEPTABLE USE

Certain features or functionality of the Digital Properties may allow you to upload, post or share your content, images, videos, images, statements and comments (collectively, "User Content") and/or comment or otherwise interact with other users of the Digital Properties. Digital Properties and their publications. You are solely responsible and liable for your User Content and your use of the Digital Properties, including your interactions with other users and any disputes or disagreements that may arise in connection therewith. User Content may not reflect our views, and Titanium does not endorse any User Content that you or others provide. You acknowledge and agree that you may find your interactions with other users, as well as their user content, objectionable, offensive or otherwise inappropriate and you will have no rights against Titanium based on the user content of others, to the maximum extent permitted by the law.

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As a condition of your right to access and use the Digital Properties, you hereby acknowledge and agree to comply with the following rules:

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In the public eye: Your user content and interactions with other users must be suitable for presentation in a public forum. User Content that you upload, post, or share will not be treated as confidential and will be available to, and may be read, collected, recorded, copied, and used by other users of the Digital Properties. Your User Content may not contain any personally identifiable information, including contact information, for you or any person.

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No Foul Play: You may not use the Digital Properties to harass, threaten, abuse, harass, demean, or mock any other user. Your User Content and interactions with other users may not contain, represent or promote any threat to any person, place, business or group or any damage to or theft of physical or personal property. You may not interfere with any other user's enjoyment or use of the Digital Properties.

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Keep It Clean: Your User Content and interactions with other users may not contain, depict, or promote any content that is defamatory, libelous, profane, obscene, pornographic, sexually explicit, indecent (including by virtue of nudity), lewd, or otherwise inappropriate. Your User Content may not contain or depict, and you may not use, any symbols, words, or slurs that are widely considered offensive to individuals of a certain race, gender, ethnicity, religion, sexual orientation, or socioeconomic group.

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Play Safe: Your User Content and interactions with other users may not unreasonably contain, depict, or promote any dangerous or reckless behavior or activity, including without limitation violence, abuse, cruelty to animals, use of illegal drugs, excessive use, or inappropriate use of alcohol or legal drugs or any conduct that would constitute a criminal offense or give rise to civil liability.

Ownership: You must own your User Content, and you may not upload, share, post, transmit, or distribute or facilitate the distribution of any content that is fraudulent or infringes any patent, trademark, copyright, right of publicity, or other intellectual property, privacy or proprietary right of any third party.

Be Yourself: You may not impersonate any person or falsely state or otherwise misrepresent your professional or other affiliation with Titanium or any other person or entity.

Not for Sale: Your User Content and interactions with other users may not contain, represent, or promote any advertising or commercial activity, including without limitation offering products or services, running sweepstakes or contests, or sharing or transmitting unsolicited advertising, spamming, or mass messages. You may not use the Digital Properties to solicit or collect personally identifiable information from or about any other user.

Damage Control: You may not upload, share, publish or distribute or facilitate the distribution of a computer virus or any other computer code that is designed or intended to interrupt, damage or limit the operation of the Digital Properties, in whole or in part , or any system or equipment of Titanium or any other end user. You may not use any bot or automated software or device to upload, post or share User Content or to automatically post comments on other User Content.

We may require you to provide proof of your compliance with these rules at any time. Titanium may, but is not required to, monitor your use of the Digital Properties, including your user content and interactions with other users, and reserves all rights to, but shall have no obligation to: (1) refuse to post, or remove, modify, or take other action to regulate, any User Content of yours, in whole or in part, that we determine in our sole discretion does not comply with these Terms or is otherwise objectionable; (2) become involved in any dispute or disagreement between you and other users and take any other action that we determine in our sole discretion is appropriate in connection therewith; and (3) disclose your user content and/or any information provided through the Digital Properties or otherwise obtained during such monitoring, as necessary to satisfy any law, regulation or governmental request.

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If you violate any of these rules or misuse the Digital Properties, Titanium reserves the right, at its sole discretion, to take or refrain from taking any action available to Titanium, including suspending or terminating your access to the Digital Properties, in in whole or in part, by reporting it to the appropriate law enforcement or government authorities, or by seeking other legal or equitable remedies.

 

INTELLECTUAL PROPERTY

As between you and Titanium, Titanium owns the Digital Properties and all content displayed or available on or through, or otherwise included in, the Digital Properties, including without limitation all text, video clips, clips audio, graphics, trademarks, service marks, trade names, logos, icons, images, data, information, code and software, whether registered or unregistered, and any combinations and compilations thereof, but excluding any User Content (collectively, "Content"). The Digital Properties and Content, including the selection, coordination, arrangement, and enhancement of the Content and the design, arrangement, and "look and feel" of each Digital Property, constitute Titanium's valuable intellectual property and are protected by copyright. copyright, trademark and other intellectual property rights and applicable laws.

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The Digital Properties and Content are licensed, not sold, to you, and your limited rights to access and use the Digital Properties and Content are conditioned on your compliance with these Terms. No act of downloading or copying, or otherwise using, the Digital Properties, even with Titanium's permission, shall transfer any title, interest or right in or to any Digital Property or Content to you. Titanium and its licensors expressly reserve all rights not expressly granted in the Digital Properties and the Content, and may revoke your license to use any part of the Digital Properties or the Content at any time.

 

USER CONTENT + COMMENTS

We welcome your feedback, comments, reviews, notes, messages, suggestions, or other communications (collectively, "Feedback") regarding the Digital Properties, as well as our club locations, services, products, and other offerings. However, by posting or submitting feedback on or through the Digital Properties, or otherwise submitting feedback to Titanium, you are granting such feedback to Titanium in accordance with the following paragraph. All feedback will be treated as non-confidential, and it is Titanium's policy not to accept or consider any unsolicited ideas, confidential information, proprietary information or other feedback that it does not wish to license to Titanium, including, without limitation, ideas for products, services , applications, technologies, marketing, advertising, promotions or other new or improved services, products or offers and any original creative materials, such as stories, videos, computer code, images or art (all of the foregoing, collectively, “Unsolicited Ideas”) , and therefore agrees not to publish, send or send to Titanium, in an unsolicited manner. If, despite this policy, you choose to post, submit, or submit to Titanium any unsolicited ideas, by doing so, you acknowledge and agree that: (1) you are not posting, submitting, or submitting any confidential or proprietary information; (2) Titanium has no obligation to review or use the Unsolicited Idea or to keep it confidential; and (3) Titanium will treat the Unsolicited Idea as Feedback freely and irrevocably given to Titanium, without restriction or liability and without notice or compensation to you, and you hereby agree to waive any claim against Titanium in connection therewith.

You will continue to own your User Content and other feedback (as defined below). However, by uploading, posting or sharing user content and comments, you grant, and hereby agree to grant, to Titanium (including its licensors, affiliates, employees, contractors, agents, successors and assigns) a non-exclusive, perpetual license, irrevocable, royalty-free, sublicensable, transferable, and worldwide to use, reproduce, modify, disclose, publish, publicly display, publicly perform, distribute, modify, sublicense, and create derivative works of your user content and feedback, and incorporate it into other works , in whole or in part, and otherwise exploit your User Content and Comments for any purpose anywhere in the world, without restriction or liability and without notifying or compensating you in any way, and you hereby agree to waive any claim against Titanium in connection with the foregoing. Titanium may, but is not required to, provide attribution of your User Content or Feedback, and you hereby waive any moral rights you may have in such User Content and Feedback. By uploading, posting or sharing any User Content in which it appears, you are also consenting to the recording, use and reuse by Titanium (including its licensors, affiliates, employees, contractors, agents, successors and assigns) of your voice, actions, countenance, name, appearance, profile picture, performance, biographical material, and any other identifying information in your User Content as used or modified by Titanium in the exercise of the foregoing license.

If you upload, post or share any User Content or Comments, you may not be able to remove it from the Digital Properties, and we make no guarantees that we will remove or return any User Content or Comments to you, and we are not responsible for any loss or damage. to your User Content or Comments.

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PRIVACY

Our Privacy Policy, available at https://www.titanium.com/privacy, describes Titanium's privacy practices. We encourage you to check this page from time to time to ensure that you agree to our current Privacy Policy.

 

THIRD PARTY SITES

As a convenience to you, the Digital Properties may contain links to websites, downloadable applications or other digital properties, products or services of other persons or entities, including, but not limited to, social networks (collectively, "Third Party Sites"). By clicking on one of these links, you are leaving the Digital Properties and going to a Third Party Site over which Titanium has no control. The inclusion of a link to a Third Party Site should not be construed as an endorsement or affiliation by Titanium of that Third Party Site, its operator or its content, services and/or offerings. Your rights and obligations when accessing and using these Third Party Sites are not governed by these Terms (or our Privacy Policy) and will instead be governed by the terms and policies of those Third Party Sites, and we encourage you to read those carefully. terms and policies of these Third Party Sites, as their practices may differ from ours.

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, TITANIUM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIRD PARTY SITES AND HAS NO RESPONSIBILITY FOR SUCH THIRD PARTY SITES OR THE CONTENT, FUNCTIONS OR OPERATION OF SUCH THIRD PARTY SITES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS AND USE ANY THIRD-PARTY SITE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TITANIUM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS. TO, USE OR RELIANCE ON ANY THIRD PARTY SITE. 

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ADOBE DEVICE CO-OP

Titanium participates in the Adobe Marketing Cloud Device Cooperative to better understand how you use certain of our websites and apps across the various devices you use and to offer personalized promotions. Get learn more about how Adobe does it and how can you unsubscribe from this program.

 

HEALTH WAIVER OF LIABILITY

Titanium is not a healthcare provider or physician. The Digital Properties and the functions, features, services and content available therein, including, without limitation, any advice, information, workouts, exercises, regimens, nutritional plans, recipes or other materials (collectively, the "Fitness Features"), They are provided for general informational purposes only and do not constitute medical advice. The Fitness Features are not intended to be used to determine the status of your health or for the diagnosis of any medical condition and should not be used as a substitute for a professional medical evaluation. We recommend that you consult your physician regularly and seek their advice before engaging in any fitness or nutrition regimen or if you have any questions or concerns about your health and fitness regimen or for the diagnosis of specific medical conditions.

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Titanium is not responsible and has no liability for the consequences of your reading, using or relying on any fitness features. By using any fitness feature, you acknowledge and understand that it may involve or provide information about potentially hazardous activities, such as strength, flexibility, aerobics, cardio, meditation, regeneration, or other exercises, all of which may be potentially hazardous activities. You should consult with your physician before using any Fitness Features. If you elect to use any Fitness Feature, you must be in good health and not have a disability, impairment, injury, disease or infirmity that prevents you from participating in active or passive exercise or that increases the risk of injury or adverse health consequences as a result of the use of such Fitness Features, and you hereby assume all risks associated with the use of such Fitness Features.IF YOU EXPERIENCE ANY PAIN, DIFFICULTY, DIZZINESS, ILLNESS OR DISCOMFORT WHEN USING ANY FITNESS FEATURE, STOP AND SEE YOUR PHYSICIAN OR SEEK EMERGENCY MEDICAL ATTENTION IMMEDIATELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TITANIUM MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FITNESS FEATURES AND IS NOT RESPONSIBLE FOR YOUR USE OF OR RELIANCE ON ANY FITNESS FEATURES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO RELY ON AND/OR USE ANY FITNESS FEATURE IS AT YOUR SOLE RISK, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TITANIUM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY AND DEATH, THAT ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF ANY FITNESS FEATURE.

 

GENERAL LIABILITY DISCLAIMER

Although we strive to provide the best digital experience that we can, including without limitation by offering accurate and up-to-date content, we cannot guarantee that the Digital Properties or any portion thereof will always be fully functional, current, or accurate. For up-to-date information on club hours, class schedule changes, contact information, and any other information about any Titanium club, its operations, programs, and/or offerings, please contact the relevant Titanium club location or our corporate offices, as described in the "Contact Us" section below.

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YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE DIGITAL PROPERTIES IS AT YOUR SOLE RISK, AND THAT THE DIGITAL PROPERTIES, AND ALL ASPECTS THEREOF, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. . Titanium MAKES NO REPRESENTATIONS OR WARRANTIES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: ( 1) WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES THAT THE DIGITAL PROPERTIES WILL MEET YOUR REQUIREMENTS, OR WORK WITH THE DEVICES, HARDWARE OR SOFTWARE YOU USE; OR (3) WARRANTIES THAT YOUR ACCESS TO AND USE OF THE DIGITAL PROPERTIES WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, OR FREE OF INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

LIMITATIONS OF LIABILITY YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY DIGITAL PROPERTY INFORMATION AND FOR ANY OTHER DAMAGE THAT MAY INCURRED.

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YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE DIGITAL PROPERTIES IS TO STOP USING AND, IF APPLICABLE, UNINSTALL THE DIGITAL PROPERTIES.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TITANIUM, ITS PARENTS, SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE "TITANIUM GROUP") SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DEATH, PERSONAL INJURY, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE DIGITAL PROPERTIES, OR THESE TERMS.

 

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF TITANIUM IS LIABLE FOR ANY DIRECT DAMAGES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE DIGITAL PROPERTIES, OR THESE TERMS, THEN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIABILITY TITANIUM'S AGGREGATE FOR SUCH DIRECT DAMAGES SHALL BE LIMITED TO TEN DOLLARS ($10.00 USD), EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OFCERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IS NOT ALLOWED UNDER APPLICABLE STATE LAW, TITANIUM'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 

 

COMPENSATION

You agree to defend, indemnify and hold the Titanium Group harmless from any and all claims, liabilities, losses, damages, demands, complaints, actions, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, reasonable fees of attorneys), arising out of or in connection with: (1) your access and/or use of the Digital Properties or any portion thereof; (2) your unsolicited User Content, Feedback or Ideas, including, without limitation, any alleged infringement; (3) your breach of these Terms or any applicable law, rule or regulation; (4) your infringement, misappropriation or violation of the Digital Properties or Content or any third party intellectual property rights; or (5) any activity that occurs through your account, whether by you or by another person accessing or using your account, with or without authorization.

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Titanium will make reasonable efforts to notify you of any claim, action or proceeding subject to the preceding paragraph upon becoming aware of it, but any failure to notify you will not limit your indemnification obligations unless you can show that actual harm resulted from such failure. Titanium reserves the right, at your expense, to assume the exclusive defense and control of any claim, action or proceeding for which you are required to provide indemnification, and you agree to cooperate with our defense of these claims. You may not settle any claim, action or proceeding for which you are required to provide indemnification, without Titanium's prior written consent.

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COPYRIGHT INFRINGEMENT POLICY

Titanium respects the intellectual property rights of others and expects you to do the same. Pursuant to the Digital Millennium Copyright Act (the "DMCA"), Titanium reserves the right, but not the obligation, to terminate your license to use, or otherwise deactivate, your account and access to the Digital Properties. , in whole or in part, if you determine, in its sole and absolute discretion, that you are engaged in infringing activity, including uploading, posting, or sharing User Content that is infringing, regardless of whether you are a first-time or repeat infringer , and regardless of whether the material or activity is ultimately determined to be infringing. The above process does not limit our ability to pursue any other remedies we may have to address any suspected breach or violation of these Terms.

If you believe that any User Content on the Digital Properties infringes your copyright, or the copyright of anyone on whose behalf you are authorized to act, you may file a written complaint with our designated copyright agent at_cc781905-5cde -3194-bb3b-136bad5cf58d_copyright@titanium.com. Your complaint must include all of the following information:

Identification of the copyrighted work(s) that you claim is being infringed.

Identification of the material that you claim is infringing and the URL or other information sufficient to enable Titanium to locate that material within the Site.

Your email address, phone number, and mailing address.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in your written complaint is accurate, and that, under penalty of perjury, you are the copyright owner authorized to act on behalf of the owner of an exclusive right that is claimed to have been infringed.

A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

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TERMINATION

You may terminate these Terms at any time by ceasing to access and use the Digital Properties and, where applicable, by uninstalling the Digital Properties. However, if you later decide to access and use any of the Digital Properties again, you will again be subject to the then-current Terms. We may terminate these Terms, or otherwise terminate, suspend or restrict your access to and use of the Digital Properties, in whole or in part, at any time and without notice or liability to you, for any reason, including, without limitation , your breach of any part of these Terms.

However, even after these Terms have been terminated, the sections titled "Agreement to Arbitrate and Class Action Waiver", "Intellectual Property", "User Content + Feedback", "Privacy", "Health Disclaimers", "General Disclaimers", "Limitations of Liability", "Indemnification", "Governing Law", "General", "Gift Card Terms and Conditions", "Promotional Gift Card Terms and Conditions", "Terms and Personal Training Conditions" and any other provisions which, by their nature, are intended to survive, shall survive such termination.

 

GOVERNING LAW

These Terms, the Additional Terms below, and your access and/or use of the Digital Properties, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except to the extent in which the Federal Arbitration Act governs the Agreement to Arbitrate, as set forth in these Terms. Except as provided above in connection with Disputes that you or Titanium submit to binding arbitration under the Federal Arbitration Act (Title 9 of the United States Code), all claims, disputes and issues arising under this agreement shall be submitted exclusively to the jurisdiction of the federal and state courts of competent jurisdiction located in New York, New York, and you and Titanium irrevocably waive jurisdiction of such courts and waive all objections thereto.

 

GENERAL

These Terms, together with our Privacy Policy, the Additional Terms below, and any other terms and conditions that may be available with respect to certain Digital Properties or portions thereof, constitute the entire and exclusive agreement between you and Titanium with respect to your access and use of the Digital Properties, and supersede and govern all prior agreements, written or oral. Nothing in these Terms shall be construed as creating an agency, partnership, or other form of joint venture between you and Titanium. Our failure to enforce any provision or exercise any right under these Terms will not constitute a waiver of such provision or right, nor will any waiver of any breach of these Terms act as a waiver of any other provision or any future breach. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Titanium. If any provision of these Terms is held unenforceable or invalid by a court of competent jurisdiction, the provision will be enforced to the fullest extent permitted by law, and the other provisions of these Terms will be unaffected and will continue in full force and effect. If necessary, Titanium will amend or replace such provision with one that is valid and enforceable and that achieves, to the extent possible, our original objectives and intentions. We may assign our rights and delegate our obligations under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent. The headings in these Terms are for your convenience only and will not affect the interpretation of these Terms. These Terms will be for the benefit of the successors and assigns of Titanium Hotels.

 

CONTACT US

Titanium's corporate offices are located at 895 Broadway, New York, NY 10003. If you have any questions about these Terms, or our Digital Properties or our clubs, please contact us by visiting http://www.titanium.com/contactus. Your comments are always welcome and appreciated.

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ADDITIONAL TERMS FOR APPLICATIONS

The following terms (the "Additional Terms for Applications") apply to any applications designed for download and use on mobile devices, tablets, smart watches or other personal devices that Titanium may make available as part of the Digital Properties (the "Applications "). You acknowledge and agree that the availability of each Application depends on the third party application store from which you download the Application (the "App Store"). You acknowledge that these Terms are between you and Titanium, and not with the applicable App Store. Each App Store may have its own terms and conditions that you must agree to before downloading an Application from it, and the limited rights Titanium grants you to use the Application are conditioned on your compliance with any and all such terms and conditions. conditions of said Application Store. 

 

In addition, the following terms and conditions apply to any of our Applications that you download from any Apple app store (an "iOS Application"):

1. Acknowledgment: You and Titanium acknowledge that the Terms, including these Additional Terms for Applications, are between you and Titanium, and not Apple Inc. ("Apple"), and that, subject to any limitations set forth in these Terms, Titanium does not Apple is solely responsible for the iOS Application and its content. To the extent the Terms or an Additional Term establish usage rules applicable to an iOS Application that are less restrictive or otherwise conflict with the Apple App Store Terms of Service, the more restrictive provision or in conflict with such Apple App Store Terms of Service shall govern and apply.

2. Scope of License: The license granted to you under the Terms is limited to a non-transferable license to use the iOS App on any iPhone, iPad, Apple Watch or other iOS product or device that you own or control, as permitted by the Rules of Use established in the Terms of Service of the Application Store.

3. Maintenance and Support: To the extent maintenance and support services are required under applicable law or expressly contemplated in these Terms, Titanium, not Apple, is solely responsible for such services. You and you acknowledge that Apple is under no obligation to provide maintenance and support services with respect to the iOS Application.

4. Warranty: Titanium, not Apple, is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed or limited under the Terms. In the event that the iOS Application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the iOS Application. However, to the fullest extent permitted by applicable law, Apple shall have no other warranty obligation with respect to the iOS Application, and any other claim, loss, liability, damage, cost or expense attributable to any failure to comply with any warranty, to the extent not effectively waived or limited under the Terms, shall be the sole responsibility of Titanium.

5. Product Claims: You and Titanium acknowledge that Titanium, not Apple, is responsible for addressing any claims that you or a third party may have related to the iOS App or your possession and/or use of that iOS App, including, but not limited to : (1) product liability claims; (2) any claim that the iOS App does not comply with any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. However, you acknowledge and agree that Titanium's liability for the foregoing claims is limited and waived, to the fullest extent permitted by applicable law, as more fully described in these Terms.

6. Intellectual Property Rights: You and Titanium acknowledge that in the event of any third party claim that the iOS App, or your possession and use of the iOS App, infringes the intellectual property rights of that third party, Titanium, not Apple, will be solely responsible for the investigation, defense, settlement and removal of any claim of intellectual property infringement, subject to any disclaimers and limitations set forth in, and your indemnification obligations under, the Terms.

7. Legal Compliance: You represent and warrant that (1) you are not located in a country that is subject to a US Government embargo, or has been designated by the US Government as a country that supports terrorism; and (2) you are not listed on any US Government list of prohibited or restricted parties.

8. Third Party Beneficiary: You and Titanium acknowledge and agree that Apple, and Apple subsidiaries, are third party beneficiaries of these Terms, and that by accepting the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Additional Terms for Titanium GIFT CARDS The following terms and conditions (the "Additional Terms for Titanium Gift Cards") apply to any Titanium Gift Card originally purchased at any participating Titanium location or through any property. (each, a "Titanium Gift Card"). Titanium Gift Cards are issued by EQ Services LLC, a Virginia limited liability company ("Issuer"). By purchasing a Titanium Gift Card, accepting and holding a Titanium Gift Card, or using a Titanium Gift Card, you agree to these Additional Terms for Titanium Gift Cards. Titanium reserves the right to change, amend or terminate the Additional Terms for Titanium Gift Cards and/or Gift Card offers, at its sole discretion, at any time with or without notice or liability to you.

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USING THE TITANIUM GIFT CARD

You may only use the Titanium Gift Card to purchase eligible products and pay for eligible services at any Titanium Fitness Club (excluding cafeterias), The Spa and The Shop.

 

REFUNDS/BALANCES

Your use of the Titanium Gift Card is limited to the current dollar value on the card. You can get your balance by presenting your Titanium Gift Card at any Titanium Fitness Club. Titanium Gift Cards are not redeemable for cash, except to the extent required by applicable law.

 

RESTRICTIONS

You may not return, resell or use any Titanium Gift Card for any unauthorized advertising, marketing, sweepstakes or other promotional purposes.

 

EXPIRATION/SERVICE DATE

The Titanium Gift Card has no expiration date, service charge, or inactivity fee.

 

PROMOTIONAL CARDS

These Gift Card Additional Terms do not apply to gift cards or other stored value cards that are given away for free or distributed as a reward, incentive, or as part of a marketing or promotional program ("Promotional Cards" ). Promotional Cards may have different terms and expiration dates, to the extent permitted by applicable law. See below for the terms and conditions applicable to Promotional Cards.

 

LOST OR STOLEN CARDS

Protect your Titanium Gift Card like cash and protect the Titanium Gift Card from unauthorized use. Except where required by applicable law, neither the Issuer nor Titanium are responsible for and will not replace Titanium Gift Cards if they are lost, stolen, damaged or destroyed.

 

IMPROPER USE OF THE CARD

The Issuer and Titanium reserve the right, in their sole discretion, to suspend or terminate the use of any Titanium Gift Card if the Issuer or Titanium suspect fraud or misuse of a Titanium Gift Card. The Issuer or Titanium may cancel the Titanium Gift Card at any time, without notice or liability to you.

 

PROPERTY RIGHTS

The consideration paid for the Titanium Gift Card, including any unredeemed balances, is the property of the Issuer.

 

NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TITANIUM AND THE ISSUER MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO TITANIUM GIFT CARDS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE ISSUER NOR TITANIUM ASSUME ANY LIABILITY FOR ANY LOSSES OF ANY KIND ARISING OUT OF YOUR USE OF ANY TITANIUM GIFT CARD. IN THE EVENT A TITANIUM GIFT CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY AND THE SOLE LIABILITY OF THE ISSUER AND TITANIUM SHALL BE THE REPLACEMENT OF THE TITANIUM GIFT CARD AT ITS CURRENT VALUE.

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APPLICABLE LAW

Notwithstanding the "Applicable Law" section of the Terms, the laws of the Commonwealth of Virginia govern Titanium Gift Cards and these Additional Terms for Titanium Gift Cards, without regard to choice of law principles.

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SEPARABILITY

If one or more of the provisions of these Additional Terms for Titanium Gift Cards are held invalid for any reason by a court of competent jurisdiction, then such provisions will be deemed severable from the remaining provisions and will in no way affect the validity or enforceability of these Additional Terms for Titanium Gift Cards. the other provisions of these Additional Terms for Titanium Gift Cards.

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ENTIRE AGREEMENT

Except as otherwise specifically stated, these Additional Terms for Titanium Gift Cards, together with the Terms, set forth the entire understanding relating to the subject matter herein and supersede all prior understandings, written or oral.

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CONTACT

For any questions or concerns about the Titanium Gift Card program, please contact us as described in the "Contact Us" section above.

Additional terms for PROMOTIONAL CARDS

The following terms and conditions (the "Additional Terms for Promo Cards") apply to Titanium gift cards or other stored value cards that are given away for free or distributed as a reward, incentive, or as part of a program marketing or promotional cards ("Promotional Cards"). Promotional Cards are issued by EQ Services LLC, a Virginia limited liability company ("Issuer"). By using, accepting and/or retaining a Promo Card, you agree to these additional terms for Promo Cards. Titanium reserves the right to change, amend or terminate the additional terms for promotional cards and/or its promotional card offers, at its sole discretion, at any time without notice or liability to you.

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USE OF THE PROMOTIONAL CARD

You may only use the Promo Card to purchase eligible products and pay for eligible services at any Titanium Fitness Club (excluding cafeterias), The Spa and The Shop. You may not use the Promotional Card to pay membership fees.

 

REFUNDS/BALANCES

Your use of the Promotional Card is limited to the current dollar value on the card. You can obtain your balance by presenting your Promotional Card at any Titanium Fitness Club. Promotional Cards cannot be exchanged for cash. 

 

RESTRICTIONS

You may not return, resell, or use any Promotional Card for any unauthorized advertising, marketing, sweepstakes, or other promotional purposes. 

 

DUE DATE

All Promo Cards will expire 90 days from the date of issue, unless the Promo Card itself expressly states a different expiration date. 

 

LOST OR STOLEN CARDS

Protect your Promo Card like cash and protect the Promo Card from unauthorized use. Except where required by applicable law, neither the Issuer nor Titanium are responsible for and will not replace Promotional Cards if they are lost, stolen, damaged or destroyed.

 

IMPROPER USE OF THE CARD

The Issuer and Titanium reserve the right, in their sole discretion, to suspend or terminate the use of any Promotional Card if the Issuer or Titanium suspect fraud or misuse of a Promotional Card. The Issuer or Titanium may cancel the Promotional Card at any time, without notice or liability to you. 

 

NO WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TITANIUM AND THE ISSUER MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROMOTIONAL CARDS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY. OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE ISSUER NOR TITANIUM ASSUME ANY LIABILITY FOR ANY LOSSES OF ANY KIND ARISING OUT OF YOUR USE OF ANY PROMOTIONAL CARD. IN THE EVENT A PROMOTIONAL CARD IS NOT WORKING, YOUR SOLE REMEDY AND THE ISSUER'S AND TITANIUM'S SOLE LIABILITY SHALL BE TO REPLACE THE PROMOTIONAL CARD AT ITS CURRENT VALUE.

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APPLICABLE LAW 

Notwithstanding the "Governing Law" section of the Terms, the laws of the Commonwealth of Virginia govern the Promotional Card and these Additional Terms for Promotional Cards, without regard to choice of law principles.

 

SEPARABILITY 

If one or more of the provisions of these Additional Terms for Promotional Cards are held invalid by a court of competent jurisdiction for any reason, such provisions shall be deemed severable from the remaining provisions and shall in no way affect the validity or enforceability of the other provisions of these Additional Terms. Additional Terms for Promotional Cards. 

 

FULL AGREEMENT 

Except as specifically set forth to the contrary, these Additional Terms for Promotional Cards, Terms, set forth the entire understanding relating to the subject matter herein, and supersede all prior understandings, written or oral. 

 

CONTACT 

For any questions or concerns regarding any Promotional Card, please Contact Us as described in the "Contact Us" section above.