THE GREATER PHILADELPHIA YMCA DIGITAL PRODUCTS OR WEBSITE

By accessing or using any of The Greater Philadelphia YMCA ("GPY") Internet properties including, without limitation, www.philaymca.org, www.philayathome.org, PhilaYMCA mobile app, and any others released by GPY from time to time (collectively referred to as the "GPY websites") you agree to comply with and be bound by these Terms of Use. Please read these Terms of Use carefully as well as the GPY’s Privacy Policy and Code of Conduct, which are incorporated by this reference. If you do not agree to these Terms of Use, and the Privacy Policy, you must immediately terminate your use of the GPY websites.

  1. License Grant. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the GPY websites conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may use the GPY websites and the GPY Content (as defined below) for your noncommercial personal use and for no other purpose. GPY reserves the right to bar, restrict or suspend any user's access to the GPY websites, and/or to terminate this license at any time for any reason. GPY reserves any rights not explicitly granted in these Terms of Use.
  2. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive GPY’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the GPY websites, any GPY Content (as defined below), or any portion thereof. Further, you may not (i) use the GPY websites for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the GPY websites, including GPY Content; (ii) interfere with the proper working of the GPY websites including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, or other limiting routine, instruction or design; or (iii) interfere with any other person's use and enjoyment of the GPY websites.
  3. Your Acceptance; Revisions to Terms of Use. GPY websites are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and GPY regarding your use and access to the GPY websites. By using the GPY websites you agree to the Terms of Use. GPY reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to the GPY websites. Your use of the GPY websites signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to the GPY websites. No revision to these Terms of Use, including to the Arbitration provision set forth in Section 23, shall apply to a controversy or claim of which GPY had actual notice on or before the date of any such revision.
  4. Additional Terms and Conditions. GPY's Privacy Policy as well as additional terms and conditions applicable to certain portions of the GPY websites (collectively "Additional Terms and Conditions") are incorporated by this reference. To the extent that there is a conflict between these Terms of Use and any Additional Terms and Conditions for the activity in which you choose to participate, the Additional Terms and Conditions shall govern.
  5. Click-Through Agreements. Before using certain areas of the GPY websites you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked “I Accept” “I Agree” “Okay” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms of Use and any Click-Through Agreement for the activity in which you choose to participate, the Click-Through Agreement will govern.
  6. Personal Login Information. Certain features and areas of the GPY websites are available only with registration, login and/or a paid subscription. If you are required to register and select a unique login and password ("Personal Login Information"), you must keep your Personal Login Information confidential. Your Personal Login Information is personal to you and you may not allow any third-party to use it under any circumstances. GPY is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must contact GPY immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.
  7. Privacy Policy. For information about GPY’s data protection practices and GPY's use and protection of your personal information, please read GPY's Privacy Policy, which is incorporated into and made a part of these Terms of Use.
  8. User Obligations. You warrant that you will abide by all applicable local, state, national and international laws and regulations with respect to your use of the GPY websites and not interfere with the use and enjoyment of the GPY websites by other users or with GPY’s operation and management of the GPY websites. You will, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on the GPY websites, including, without limitation, information required to be provided through a GPY registration form. If any false, inaccurate, untrue, unauthorized or incomplete information is submitted by you, GPY reserves the right to terminate your access and use of the GPY websites. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using the GPY websites, or defame or otherwise harm any party, including GPY, through your use of the GPY websites.
  9. User-Generated Content. GPY welcomes your views, comments and other communications, pictures, trackback URLs, or videos on our the GPY websites which may include discussion boards, blogs and other services that allow users to provide feedback, comment or content ("User Content"). By contributing User Content to any of the GPY websites or social media profiles, users understand and acknowledge that this information is available to the public and grant GPY a nonexclusive license to display, reproduce, transmit, modify such User Content and that GPY may use the User Content for internal and external marketing purposes. You are solely responsible for the User Content you submit. If you believe any User Content infringes on your proprietary rights, contact GPY’s Copyright Agent as identified in the copyright policy. GPY does not approve, endorse, or adopt any User Content, and GPY assumes no liability for any User Content submitted by you or others. You agree to indemnify GPY against all claims and liabilities resulting from User Content. Users who do not wish to have information they have made available via these sites used, published, copied and/or reprinted, should not post on the social media profiles. Please note that other participants may use posted information beyond the control of GPY. All user content is read at your own risk, and GPY recommends that you not rely on the information or advice in any of these postings. GPY retains the right to remove any content for any reason, including but not limited to, content that it deems threatening, demeaning, profane, obscene, a violation of intellectual property rights or privacy laws, off-topic, commercial or promotion of organizations or programs, or otherwise injurious or illegal. GPY also retains the right to ban or block a user from posting on GPY social media profiles without notice for a pattern of inappropriate postings or as it deems necessary. All user content must comply with the GPY Code of Conduct. You acknowledge, consent and agree that GPY may access, preserve and disclose your account information and the User Content you have posted by Users of the Services if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in the sole opinion of GPY to: (a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Administrators, its Users and the public.
  10. Proprietary Rights. The content of the GPY websites includes, without limitation, (i) GPY's trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively "GPY Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the GPY websites (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as "GPY Content"). GPY Content is the property of GPY, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any GPY Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from GPY or the owner of such content if GPY is not the owner. Any use of the GPY Marks without GPY's express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the GPY Content, including any such notices appearing on any GPY Content you are permitted to download, transmit, display, print, or reproduce from the GPY websites.
  11. Responsibility for Use of the Internet and the GPY websites. Use of the Internet and the GPY websites is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. GPY does not guarantee the confidentiality or security of any communication or other material transmitted to or from the GPY websites over the Internet or other communication network. GPY shall not be obligated to correct or update the GPY websites, the GPY Content or the User-Generated Content and GPY shall not be liable for omissions, typographical errors, or out-of-date information which may appear on the GPY websites.
  12. No Medical or Legal Advice and Disclaimer as to Accuracy of Information. GPY’s Content is provided for informational purposes only and is not intended as medical advice, legal advice, or as a substitute for the medical advice of a physician or other qualified medical provider.
  13. Third-party Information. The GPY websites may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, User-Generated Content or other information made available by third parties such as content providers and other users of the GPY websites are those of the respective third-party and not of GPY or its affiliates. GPY makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third-party materials, information, services or products.
  14. Advertisers. The GPY websites may contain advertisements of third parties. The inclusion of advertisements on the GPY websites does not imply endorsement of the advertised products or services by GPY. GPY shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the GPY websites. Further, GPY shall not be responsible or liable for the statements or conduct of any third-party advertisers appearing on the GPY websites. You shall be solely responsible for any correspondence or transactions you have with any third-party advertisers.
  15. Links to Third-party websites. The GPY websites may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which GPY exercises no control. The appearance of any such third-party links (provided by GPY or by a third-party) is not intended to endorse any particular company or product. If you decide to access any of the third-party sites linked to the GPY websites, you do so entirely at your own risk.
  16. Links to GPY websites and GPY Content. Links posted by third parties to the GPY websites and/or GPY Content may not use the GPY trademark or logo and shall not suggest that GPY promotes or otherwise endorses any third-party products, business relationships, services, causes, campaigns, websites, content, or information. Any links to any portion of the GPY websites shall be the responsibility of the linking party. GPY reserves the right to require any linking party to disable or remove any link that violates GPY's rights or causes interruption or deterioration of GPY Content.
  17. Warranties Disclaimed. THE GPY WEBSITES AND GPY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER GPY, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY "GPY PARTIES") PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE GPY WEBSITES OR GPY CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE GPY WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE GPY WEBSITES WILL MEET YOUR EXPECTATIONS; OR (iv) GPY CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE GPY WEBSITES. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
  18. Limitation of Liability. GPY PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE GPY WEBSITES AND/OR ANY GPY CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE GPY WEBSITES AND/OR GPY CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES PURCHASED OR OBTAINED FROM THE GPY WEBSITES, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE GPY WEBSITES; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE GPY WEBSITES; (vii) FROM ANY DELAY OR FAILURE OF THE GPY WEBSITES ARISING OUT OF CAUSES BEYOND GPY'S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE GPY CONTENT; (ix) OUT OF ANY THIRD-PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE GPY WEBSITES (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD-PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE GPY WEBSITES OR GPY CONTENT. In the event you are dissatisfied with, or dispute, these Terms of Use, the GPY websites and/or the GPY Content, your sole right and exclusive remedy is to terminate your use of the GPY websites, even if that right or remedy is deemed to fail of its essential purpose. You confirm that GPY has no other obligation, liability or responsibility to you or any other party.
  19. Exclusions permitted by law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 18 AND 19 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND GPY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  20. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the GPY Parties from and against all claims arising from or in any way related to your use of the GPY websites and/or GPY Content, a violation by you of these Terms of Use, or any other actions connected with your use of the GPY websites and/or GPY Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees. GPY will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the GPY Parties other than under this Section.
  21. Term and Termination. These Terms of Use will take effect at the time you begin using the GPY websites. GPY reserves the right, with or without notice, at any time and for any reason to deny you access to the GPY websites or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with or violate them. You may terminate these Terms of Use at any time by ceasing to use the GPY website, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of the GPY websites, including any GPY Content, in your possession.
  22. Arbitration; Venue. Any controversy or claim (“Claim”) you have arising out of or relating to these i) Terms of Use, ii) Additional Terms and Conditions, iii) the GPY websites, and iv) any products and services accessed or purchased through the GPY websites shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought, in any arbitration or other legal proceeding, solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in Philadelphia, Pennsylvania. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the Commonwealth of Pennsylvania and/or the United States District Court for the Eastern District of Pennsylvania shall have exclusive jurisdiction and venue over (a) any action concerning the enforcement of an arbitration award, or (b) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING. GPY reserves all rights and remedies available to it in law or equity. Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or classwide arbitration shall be brought only in the United States District Court for the Eastern District of Pennsylvania or any Pennsylvania court located in Philadelphia County, Pennsylvania.
  23. Governing Law. These Terms of Use and all matters regarding your use of the GPY websites shall be governed by, construed in accordance with, and enforced under the laws of Pennsylvania applicable to contracts made and executed and wholly performed in the Commonwealth of Pennsylvania, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods applies and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.
  24. Waiver and Severability. The failure of GPY to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
  25. Complete Agreement. These Terms of Use, together with any revisions, any Additional Terms and Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and GPY relating to the GPY websites and its use by you, and supersedes any previous written or oral communication regarding use of the GPY websites.
  26. Contact Information. If you have any questions or concerns regarding these Terms of Use or the GPY websites, please visit our "Contact Us" page.
  27. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the GPY websites must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
  28. Use of GPY websites and GPY Content outside of the United States. GPY makes no claims regarding access or use of the GPY websites or the GPY Content outside of the United States. If you use or access the GPY websites or the GPY Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of those governing jurisdictions in addition to these Terms of Use.

 

December 2020