Terms of Service
These Terms of Use (together with our posted Privacy Policy and Cookie Policy, the “Terms”) between you and CuedUp, a series of a Delaware limited liability company (hereafter referred to as “CuedUp”, “us” or “we”) governs your use of our website (cuedup.com), streaming services (CuedUp Fitness), mobile apps or other related online or offline services we may offer (collectively, the “Services”), whether accessed via computer, mobile device or otherwise, including our CuedUp Fitness programs and any other electronic content, functionality, features and applications (collectively, “Materials”) offered on or through the Services to you as a guest or registered user.
WE USE VIMEO OTT TO POWER OUR STREAMING SERVICES AND CUSTOMER SUPPORT. BY AGREEING TO THESE TERMS, YOU ALSO AGREE TO BOTH VIMEO OTT AND VIMEO VIEWER TERMS OF SERVICE AGREEMENT (HTTPS://WWW.VHX.TV/TOS) (https://vimeo.com/terms) AND PRIVACY POLICY (HTTPS://WWW.VHX.TV/PRIVACY) (https://vimeo.com/privacy).
PLEASE SEE SECTIONS 7-10 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING MANDATORY ARBITRATION AND A CLASS WAIVER.
- Acceptance
Please read these Terms (including our Privacy Policy and Cookie Policy) carefully before you start to use our Services. By creating an account, viewing videos, making a purchase, downloading our branded app, or otherwise visiting or using the Services, you agree to be bound and abide by our posted Terms. If you do not agree to the Terms, or if you violate them in any way, your right to access or use the Services is terminated.
By using the Services, you represent that you are of legal age to form a binding contract with us. If you create an account with the Services on behalf of a legal entity or another person, you represent that you have the authority to bind that entity or person to these Terms. In such contexts, “you” means you as well as the entity or other person(s) that may access or use the account. If you have entered into a separate executed agreement with us, the terms of that agreement will control in the event of any conflict.
We reserve the right, in our sole discretion, to modify, alter or otherwise update the Terms at any time, and by using the Services after the posting of a modification, you accept the modification.
We reserve the right to suspend or terminate your account for your breach of the Terms or otherwise in our discretion. If we suspend or terminate your account, you may not re-register without our prior consent. You may terminate our relationship under the Terms at any time by deleting your account. Sections 7-11 will survive any termination.
- Accounts
- Registration: You must create an account to use certain features we offer (e.g., to subscribe and access our streaming services). To do so, you must provide an email address. By creating an account, you agree to receive notices from us and Vimeo at this email address.
- Age Requirements: You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age, and, to the extent required by law, you have the permission of a parent or guardian to create an account and use the Services.
- Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.
- Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer or device that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
- Privacy
Please review our posted Privacy Policy and Cookie Policy (which are incorporated by reference herein) to learn about the information we collect from you when you use the Services, how we use it, and with whom we share it.
- Content; Program Viewing and Purchase Options
- Content: We may update the content in our Services and Materials from time to time, including the CuedUp Fitness programs, but it will not necessarily be complete or up-to-date. The Services may be supported by advertising revenue and may display advertisements and promotions. The manner, mode and extent of such advertising and promotions are subject to change without specific notice. You acknowledge that we may not always identify promoted services or content, or commercial communications as such. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Services for any reason, without prior notice. Content removed from the Services may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order or similar legal process.
- Purchases: We may offer one or more of the following purchase options through our Services:
- Rental: After paying the stated fee, you may stream CuedUp Fitness programs an unlimited number of times during the stated rental period.
- Purchase: After paying the stated fee, you may stream CuedUp Fitness programs an unlimited number of times; we may at times allow you to download certain programs.
- Subscription: For a recurring fee, you may stream CuedUp Fitness programs an unlimited number of times during your subscription period. We may add or remove particular programs at any time.
To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If we provide you access to a CuedUp Fitness program on a free basis, such access will be deemed a “purchase” for the purpose of these Terms.
ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
- Free trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.
- Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If we offer a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period.
- How to Decline Renewal: To pause or cancel a subscription, visit your account settings. Your changes will be applied to your next subscription period.
- In-App Purchase: We may allow you to purchase subscriptions within apps you download. When you make such “in-app” purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform’s account settings (not ours/Vimeo’s). Any billing inquiries should be directed to the app platform.
- Licenses and Intellectual Property
- Our Intellectual Property Rights: The Services contain Materials owned or licensed by us, including name, logo, text, images, streaming content and other audio/visual works, icons and scripts, software and other materials provided on or through the Services. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, or transmitted in any form or by any means without prior written permission from us or the third party owner. Unauthorized use of any Materials provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. If you believe that any of the Materials infringe on any of your intellectual property rights, please contact us. Except as expressly provided herein, we and our licensors reserve all rights with respect to the Services and Materials.
- License to Programs: Subject to the terms hereof, you have the right to use our Services and stream (and if offered, download) our CuedUp Fitness programs solely for your own informational and personal entertainment purposes, including: (i) programs that you have rented during the stated rental period; (ii) programs that you have purchased; and (iii) programs that you have subscribed to during your subscription period.
- Restrictions: You may not resell our Materials (including CuedUp Fitness program streams or downloads), use any of our Materials for any commercial purpose, redistribute or retransmit any Materials, publicly perform or display any Materials, or make derivative works from any Materials. All rights not expressly granted herein are reserved by us or our licensors (including Vimeo).
- Apps: If you download a mobile application that we and/or Vimeo power (an “app”) that operates on a third-party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between us and/or Vimeo and the platform operator (but without creating any obligation by us and/or Vimeo), we and/or Vimeo shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law and subject to these Terms; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.
- Your Content; Feedback: To the extent that you submit any content to us and/or Vimeo (i.e. in your profile, a comment, or forum), you grant us and Vimeo an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth below. If you make suggestions to us and/or Vimeo on improving our products or services, we and Vimeo may use your suggestions without any compensation to you.
- Acceptable Use Policy
We may allow you to upload, submit, or publish (collectively, to "submit") content such as images and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section. We and Vimeo may (but are not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. We and/or Vimeo may remove or limit access or availability to any content or account considered in good faith to violate this Acceptable Use Policy.
- Reporting Copyright Infringement And Other Violations with respect to the Services: We respect the intellectual property rights of others, and we prohibit users of our Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights or these Terms. Please report any allegations of copyright infringement or any other issue to us via the contact information provided at the end of these Terms. Copyright owners may send Vimeo a takedown notice as stated in their posted Copyright Policy if they believe Vimeo is hosting infringing materials. We may, in appropriate circumstances, terminate the accounts of persons who infringe third party rights.
- Content Restrictions: You may not submit any content that: (a) Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (b) Is sexually explicit or promotes a sexual service; (c) Is defamatory; (d) Is harassing or abusive; (e) Contains hateful or discriminatory speech; (f) Promotes or supports terror or hate groups; (g) Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms; (h) Exploits or endangers minors; (i) Depicts or encourages illegal drug use, self-harm or suicide; (j) Depicts (1) unlawful real-world acts of extreme violence, or (2) animal cruelty or extreme violence towards animals; (k) Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices; (l) Contains false or misleading claims about vaccination safety or health-related information that has a serious potential to cause public harm; (m) Contains false or misleading information about voting; (n) Contains conspiracy-related content where the underlying conspiracy theory makes claims that suggest that a real-world tragedy did not occur, or violate other content restrictions; or (o) Violates any applicable law. Please see the posted Vimeo Guidelines for guidance on how they interpret these terms.
- Code of Conduct: In using the Services, you may not: (a) Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity); (b) Act in a deceptive manner or impersonate any person or organization; (c) Harass or stalk any person; (d) Harm or exploit minors; (e) Distribute “spam” in any form or use misleading metadata; (f) Collect personal information about others; (g) Access another’s account without permission; (h) Use or export any of our services in violation of any U.S. export control laws; (i) Engage in any unlawful activity; or (j) Cause or encourage others to do any of the above.
- Prohibited Technical Measures: You will not: (a) Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures; (b) Submit any malicious program, script, or code; (c) Submit an unreasonable number of requests to our servers; or (d) Take any other actions to manipulate, interfere with, or damage the Services.
- Restricted Users: You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.
- Linking to the Services: You may link to our website or other portions of the Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.
- Disclaimers
- Professional Advice Disclaimer: The Services are provided for educational and entertainment purposes only, and should not to be used for medical advice, diagnosis, or treatment. Your participation in any fitness activities that may be shown by the Services involves strength, flexibility, aerobic, cardio, and other exercises, including the use of equipment, all of which can be potentially hazardous activities. You accept full responsibility over your activities, including the location where you engage in fitness activities. ANY HEALTH, FITNESS OR NUTRITIONAL INFORMATION OFFERED BY THE SERVICES ARE FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD NOT RELY ON ANY SUCH INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL REGARDING CONCERNS OR QUESTIONS ABOUT YOUR HEALTH.
By using the Services you acknowledge and agree that you: (i) are voluntarily participating in any fitness activities shown by the Services; (ii) assume and accept any and all risks of injury, physical harm, or death; and (c) knowingly and voluntarily, on behalf of yourself and your heirs and assigns, forever waive, release, discharge and hold us harmless from any and all liability, damages, losses, suits, demands, causes of action (including, without limitation, negligence), or other claims of any nature whatsoever, including any losses for property damage, personal injury, or death, arising out of or relating in any way to your participation in fitness activities shown by the Services.
- No Warranties: YOUR USE OF THE SERVICES AND ANY MATERIALS IS AT YOUR OWN RISK. WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- Without limiting the above, we make no representations or warranties concerning:
- The availability of the Services in a particular jurisdiction.
- The availability of the Services for any particular device, operating system, or browser.
- The continued support for a particular feature of the Services.
- The viewing quality of any CuedUp Fitness programs. We do not guarantee that you will be able to use the Services at all times, or view any CuedUp Fitness programs uninterrupted, error-free or displayed at any particular resolution. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.
- The content of any Materials (including CuedUp Fitness programs), or the suitability of any such Materials for any audience. Vimeo is not responsible for any opinions or statements expressed by us or in our Materials.
- The continued availability of any Materials (including CuedUp Fitness programs), such as particular CuedUp Fitness programs within your subscription. Materials may be withdrawn at any time without notice.
- We may provide links to third-party websites or social media networks, or other third-party integrations. We include these third-party links or integrations solely as a convenience to you and it does not imply an endorsement of any third party site, operator, service, or content, or indicate that we are in any way affiliated with such third party. We are not responsible for the content of, or any interactions or transactions that may take place on or through, any such website or social media networks.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUEDUP AND VIMEO WITH THEIR RESPECTIVE PARENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS AND PARTNERS SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER PARTY OR USER; OR (III) DAMAGES EXCEEDING THE GREATER OF USD $100 OR THE AMOUNTS PAID BY YOU TO US OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
WE DO NOT ENDORSE, APPROVE OR VERIFY ANY USER’S POSTED CONTENT ON THE SERVICES AND WE SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY USER CONTENT POSTED ON THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO USER CONTENT POSTED ON THE SERVICES, FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES WHETHER ON THE SERVICES OR RELATING TO THE SERVICES).
The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not we or Vimeo was informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.
- Indemnification
You shall indemnify, defend, and hold harmless us and Vimeo and their respective parents, directors, officers, employees, representatives, consultants, agents, suppliers and partners from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of the Services (including CuedUp Fitness programs); (ii) your breach of these Terms or violation of any law or third-party right; or (iii) any content that you upload or submit to us.
- Dispute Resolution, Including Arbitration, Jury Waiver, Class Action Waiver, Governing Law And Venue
This Section sets forth a binding arbitration agreement between you and us to arbitrate all claims relating to our Terms or the Services, to waive the right to a trial by jury, and to waive any right to proceed on a class basis in arbitration or otherwise.
- Arbitration: Excluding claims for solely injunctive or other equitable relief, the exclusive means of resolving any dispute or claim arising out of or relating to our Terms or the Services (including any alleged breach thereof) shall be BINDING ARBITRATION administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures.
- Overview: Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and we are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing (if any). The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. The parties agree to keep confidential all awards in any arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.
- Location of Hearing: If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in Boston, Massachusetts.
- Choice of Law: Any dispute or claim arising out of or relating to our Terms or the Services will be governed by the laws of Massachusetts and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The Uniform Commercial Code, Uniform Computer Information Transaction Act, and United Nations Convention of Controls for International Sale of Goods shall not apply.
- Binding Arbitration with Vimeo: FOR THE AVOIDANCE OF DOUBT, ANY DISPUTE OR CLAIM YOU SEEK TO BRING AGAINST VIMEO SHALL BE SUBJECT TO THE ARBITRATION, JURY WAIVER, CLASS WAIVER AND OTHER TERMS IN THE VIMEO OTT VIEWER TERMS OF SERVICE AGREEMENT REFERENCED AT THE TOP OF THESE TERMS, WHICH YOU AGREE TO BE BOUND BY UNDER THESE TERMS.
- Jury and Class-Action Waiver: EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.
- Jurisdiction; Venue; Jury Trial Waiver: The Federal Arbitration Agreement (“FAA”) shall govern these arbitration terms. To the extent not preempted or inconsistent with the FAA, the choice of law provisions in this Section are incorporated and are applicable to arbitration. Any arbitration award may be entered in a court of competent jurisdiction. Any claims for solely injunctive or other equitable relief, or proceedings to enforce arbitration, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the arbitration terms are for any reason held to be unenforceable, any litigation (except for small-claims court actions and injunctions described below) shall be commenced only in the federal or state courts located in Boston, Massachusetts. You hereby irrevocably consent to the exclusive jurisdiction of those courts for such purposes (including injunctions) and, to the extent permitted by law, you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.
- Exception for Small Claims Court Matters: Notwithstanding the above, each party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Consumer Minimum Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.
- General Provisions
- No Waiver: The failure by us or Vimeo to exercise or enforce any binding terms will not constitute a waiver of such term.
- Provisions Severable: If any term hereunder is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.
- No Third Parties: No third parties shall have any rights under these Terms, except that Vimeo may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.
- Force Majeure: Neither we nor Vimeo shall be liable for any failure or delay in performance of its obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.
- Services Controlled from United States: Our Services are operated from the United States. We make no representation that the Services or Materials are appropriate or available for use in other jurisdictions. Access to any of the Services from jurisdictions where such access is illegal is strictly prohibited, and you are responsible for your compliance with applicable laws. You may not use our Services if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Services would violate U.S. law. You represent and warrant that you are not subject to such sanctions.
- Entire Agreement: These Terms incorporate by reference (i) our posted Privacy Policy and Cookie Policy, and as applicable, (ii) the Vimeo OTT Viewer Terms Of Service Agreement together with its referenced Vimeo OTT Privacy Policy, Arbitration Procedures, and Copyright Policy.
This Agreement sets forth the entire understanding between you and us concerning your use of the Services and supersedes all prior agreements regarding the same. These Terms may only be modified by us. Any changes will be posted to our website and will apply prospectively.
- Contact us
These Terms were last updated January 1, 2024.
If you have any questions, concerns or comments about these Terms or our Services, please contact us by using our form.