Data Use Agreement
2. LICENSE GRANT RESTRICTIONS. Except as provided above, you may not modify, create derivative work(s) of, distribute, reproduce, or otherwise use in any manner not expressly permitted herein the Data Set or any part thereof. You may not use the Data Set to misrepresent or otherwise make misleading statements of fact with respect to the Fitness Indes Reports or methodology. You may not remove or alter any proprietary notice on the Data Set. Unauthorized commercial publication or exploitation of text, images or content of the Site or Data Set is specifically prohibited. Anyone wishing to use any of these files or images for commercial use must request and receive prior written permission from ACSM. Permission for such use is granted on a case-by-case basis at the sole discretion of ACSM. A usage fee may be assessed depending on the type and nature of the proposed use. All rights not expressly granted to you herein are hereby reserved to ACSM.
3. USER OBLIGATIONS. Data Set users will notify ACSM when any work based on or derived from the Data Set is created or distributed. You also agree to acknowledge ACSM in the publication of any results from use of the Data Set by including the following notice: “Data for this work was obtained from the ACSM American Fitness Index® Report.” In addition, you agree to provide ACSM with a complete and accurate copy of any work that uses any portion of the Data Set covered by this Agreement.
4. PROPRIETARY RIGHTS. ACSM shall retain all ownership right, title, and interest in and to all information, documentation, and other materials associated with the Data Set and Fitness Index Reports. ACSM, ACSM AMERICAN FITNESS INDEX, and all other names, logos, and icons identifying ACSM and its products and services are proprietary trademarks of ACSM, and any use of such marks without the express written permission of ACSM is strictly prohibited.
5. SUBMISSIONS. If you submit any information to ACSM, including any comments, remarks, suggestions, ideas, notes, drawings, graphics, concepts, or other information, you are giving that information, and all your rights in it, to ACSM free of charge, and that information will be treated as non-confidential and non-proprietary and may be used by ACSM for any purpose, without your consent or any compensation to you or anyone else. This is true whether you submit such information to ACSM by e-mail, through a form on the Site, on a bulletin board, message board, blog or in any other manner. Please do not submit or transmit any material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, profane, or might in any other way violate any law. ACSM may from time to time monitor, review and, in its sole discretion, modify or delete any postings you make on the Site however, ACSM is not obligated to do so. Whether or not ACSM modifies or remove such material, you remain solely responsible for any material you submit to ACSM. Through your usage of the Site, you may submit and/or ACSM may gather certain limited, anonymous information about you and your usage of the Site. ACSM is free to use such information for any purpose it deems appropriate, including marketing purposes.
8. INDEMNITY. You agree to defend, indemnify, and hold harmless ACSM and its affiliates, employees, licensors, agents, directors, officers, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from your use of the Site, the Fitness Index Reports, the Data Set, and any breach by you of this Agreement.
10. TERM AND TERMINATION. This Agreement and your right to use the Data Set will commence as of the Effective Date. This Agreement will terminate automatically if you fail to comply with any of the terms and conditions described herein, including by exceeding the scope of the license. Termination or expiration of this Agreement will be effective without notice. You may also terminate at any time by ceasing to use the Data Set, but all applicable provisions of this Agreement will survive termination, as outlined below. Upon termination or expiration, you must return, destroy, or delete from your system all copies of the Data Set (and any associated materials provided by ACSM) in your possession. The provisions concerning proprietary and intellectual property rights, submissions, confidentiality, indemnity, disclaimers of warranty and liability, termination, and governing law will survive the termination or expiration of this Agreement for any reason.
11. RIGHT OF MODIFICATION AND TERMINATION. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, this Site (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of this Site. Additionally, we may terminate this agreement at any time, without notice to you, if we believe, in our sole discretion, that you have breached or may breach any term or condition of this agreement, or we may terminate this agreement for our convenience. You may terminate this agreement at any time by destroying all materials received from our Site and ceasing to use our Site.