Terms of Service

Welcome to the www.theninjapassport.com website (the “Service”), provided by The Ninja Passport LLC (“TNP,” “we” or “us”).  The Service allows you to become part of the online TNP community, interact with other TNP members, search for gym locations, earn points for certain activities, read reviews of ninja gyms and products, purchase products, and view the events calendar.  These Terms of Use explain the rules governing your access to and use of the Service.  By accessing or using the Service, you agree to abide by the rules and requirements in these Terms of Use, as well as all applicable local, state, and federal laws and regulations related to your use of the Service.  Please read these Terms of Use carefully, and if you do not agree to follow them, do not access or use the Service

 

About the Service:

  • The Service consists of the web pages provided by TNP, located at the theninjapassport.com domain.
  • The Service is intended to foster an online community of ninjas and their families and supporters. Users can connect with other community members through our forums, learn about ninja-related destinations and products, and enjoy the benefits of being part of this unique group.
  • These Terms of Use govern your use of the Service in all respects. We may update these Terms of Use from time to time, and by continuing to use the Service after receiving notice of such updates (through email, text message, by notices placed on the Service, or in any other written format) you agree to abide by these Terms of Use as they may be updated.  If you do not wish to be bound by an update to the Terms of Use, you must discontinue using the Service.

 

Eligibility to Use the Service:

  • In order to access or use the Service, you must be at least 13 years old. The Service does not knowingly allow use by, or collect any information from, any person under 13 years old.  Any use by anyone under 13 years old is strictly prohibited and in violation of these Terms of Use.
  • If you are under 18 years old, you must have permission of a parent or a legal guardian to access or use the Service.
  • You may not access or use the Service if you are a convicted sex offender.
  • You may only access and use the Service if you agree to these Terms of Use. By accessing or using the Service, you represent and warrant that you have full right, power, and authority to be bound to comply with these Terms of Use and to perform your obligations hereunder.
  • You may use the Service solely for your own personal use, and not for any business or commercial use.
  • We may disable your account or access to the Service for any reason, including violation of these Terms of Use. If your account or access has been disabled, you may not access or use the Service.
  • Be kind and reasonable. You are responsible for your interactions with others on or through the Service, including any other users of the Service or users of other services that you access with the Service.  We are not responsible for your actions or the actions of anyone else.

 

Accounts:

  • Subject to these Terms and Conditions, as an eligible user, once you sign up for an account you are granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service in accordance with these Terms of Use.
  • TNP reserves all rights not expressly granted herein, including the right to terminate this license at any time for any reason or for no reason.
  • All information you provide for your account must be accurate and complete.
  • You may not use any other user’s account without their express permission.
  • Protect your account! Keep your password secret and secure and restrict access to your account.  You are responsible for any activity that occurs under your account.

 

Prohibited Actions:

  • You may not use the Service to engage in any of the following activities, all of which are strictly prohibited:
    • Reproducing, duplicating, copying, distributing, selling, reverse-engineering, or extracting code from the Service for use in or with other services or applications (including without limitation any automated or non-automated “scraping”).
    • Transmitting spam, chain letters, or other unsolicited messages or uploading invalid data, viruses, works, or other software agents through the Service;
    • Attempting to interfere with the operation of, or compromise the system integrity or security of, the Service (including bypassing, or attempting to bypass, measures used to restrict access to the Service);
    • Impersonating others, providing false information, or trying to access or collect information about another person using the Service.
    • Creating or using more than one (1) user account per individual using the Service, or sharing your password or account with others.
    • Using or attempting to use the account login or other information of another user.
    • Using the Service for any illegal, fraudulent, or misleading purposes. You must comply with all laws, rules and regulations (for example, federal, state, and local) applicable to your use of the Service and your Content (defined below) including, but not limited to, copyright and trademark laws.
    • Using someone else’s trademark, domain name, or URL, in your user name or otherwise, without the owner’s consent.
    • Using the Service in any way to defame, defraud, stalk, bully, abuse, harass, threaten, impersonate, intimidate, or convey untruthful or inaccurate information about any person or entity.
    • Posting private or confidential information via the Service, including, without limitation, your or any other person’s credit card information, social security or other identifying numbers, non-public phone numbers or non-public email addresses.
  • TNP does not support and will not tolerate the Service being used to discriminate against others, whether based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis. You may not use the Service in any manner likely to incite, promote or support such discrimination, or to promote hostility or violence generally.

 

Your Content:

  • The Service permits users to upload original content such as text, files, information, images, photos, audio and video clips, sounds, musical works, works of authorship, links, and other content or materials (collectively, “Content”).
  • You are solely responsible for your conduct using the Service and any Content that you submit, post, edit, or display on or through the Service.
  • You may not upload, submit or post Content that creates risks of harm, loss, injury, mental distress, death, defamation, or other damage to you or any other person, including any Content that seeks to harm or exploit children or that contains any material or information that is obscene or illegal to publish.
  • You may only upload Content through the Service that you own or have otherwise obtained the legal right to so use. You hereby represent and warrant that your Content does not infringe or violate the rights of any third party. Infringement of intellectual property rights through use of the Service may lead us to disable your account in our sole discretion.
  • TNP respects the intellectual property of others and expect you to do the same. If you believe that your copyrights in your work have been infringed through users of the Service, please follow our Notice and Procedure for Making Claims of Copyright Infringement set forth below
  • We are not responsible for, and in no way endorse, Content uploaded, posted, edited, or shared by you or anyone else using the Service. We do not prescreen, monitor, edit or remove any Content other than in response to a properly submitted takedown notice.  Please be aware that if any of your Content violates these Terms of Use, your Content may be removed, your account may be terminated, and you may face legal consequences.
  • Any Content you upload, post, edit, share, or otherwise provide through the Service is not confidential. We are not liable for any use or disclosure of your Content.  We will have no obligation to keep any of your Content confidential, and will not be liable for any use or disclosure of any of your Content.
  • TNP reserves the right to remove Content you share in violation of these provisions.
  • In other words - be mindful of Content you upload through the Service! It may be seen by others and may not be possible to undo any damage that it may cause.

 

Permission to Use Your Content:

  • You retain whatever ownership rights you possess in any Content you post on or through the Service, and TNP does not claim ownership of any such Content.
  • You hereby grant to TNP, and represent and warrant that you have all rights necessary to grant, a non-exclusive, fully paid and royalty-free, transferable, unlimited, worldwide license to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the Content that you upload, post, edit, share, or otherwise use on or through the Service.
  • If you provide your email address, telephone number, mailing address, or other contact information, you agree that we may send emails, texts, mailings, or phone messages to you regarding updates, products, and promotions in connection with the Service or TNP’s business generally. Our use of your contact information is subject to our Privacy Policy.

 

Termination of Account and Access:

  • Violation of these Terms of Use may, in our sole discretion, result in termination of your account and/or access rights to the Service, in addition to any other rights that TNP may have at law or in equity. Users who have had their account or access rights terminated may no longer access or use the Service.

 

Our Rights:

  • The Ninja Passport™, all other trademarks and service marks owned by us (including graphics and logos used by TNP in connection with our goods or service), all code and content of the Service other than user-provided Content, and the design and concept of the Service (collectively, the “TNP IP”) are the sole property of TNP and are protected by copyright, trademark, patent, and other United States laws and regulations as applicable. You may not reproduce, distribute, perform, prepare derivative works from, reverse-engineer, or otherwise use any of the TNP IP without our express written permission.
  • Some features of the Service may be supported by advertising revenue and may display advertisements and promotions. You acknowledge and agree that such advertising and promotions may appear on the Service in any configuration, including in conjunction with your Content.  The manner, mode and extent of such advertising and promotions are determined in our sole discretion and are subject to change without notice.  You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such.
  • We reserve the right to revise, update, limit, cease maintaining, or discontinue the Service, in whole or in part, in our sole discretion. You will not be entitled to any refunds or damages in the event of any such actions on our part.
  • We reserve the right, in our sole discretion, to amend these Terms of Use. If we amend these Terms of Use, we will notify you (by email, message, posting on the Service, or otherwise) and your use of the Service after the effective date of the updated Terms of Use shall indicate your agreement to accept the updated Terms of Use.
  • We may change user names or profiles if appropriate or necessary (for example, due to infringement, impersonation, or other reasons as determined in our sole discretion).
  • We may, but have no obligation to, remove, edit, block and/or monitor any Content or block a user account containing Content that we determine, in our sole discretion, violates these Terms of Use or other applicable laws, rules or regulations.

 

Third Party Applications, Software and Services:

  • The Service or user-created Content posted on the Service may link to, access or utilize third-party software, websites, or other applications (“Third Party Applications”). Your use of Third Party Applications through the Service is governed by the terms of use of those Third Party Applications, and you agree to comply with all such terms of use.
  • TNP does not control and will not be responsible for the content and operation of any Third Party Applications or the privacy or other practices of any Third Party Applications. All use of any Third Party Applications is at your own risk and TNP is not responsible or liable in any way, directly or indirectly, for any damage or loss caused by or alleged to be caused by or in connection with your use of any Third Party Applications accessed through the Service.
  • If you do not agree to allow the Service to access Third Party Applications, you may not be able to utilize all functions of the Service.
  • To provide certain features, the Service may require utilization of your phone, tablet, computer, or other device that you are using to access the Service (“Device”) and its service, data access and/or text messaging capabilities. You are responsible for any service, data or other charges incurred through such use of the Service.  If you do not agree to allow the Service to access such services, you may not be able to utilize all functions of the Service.
  • In the event the Service provides the ability to make payments, such payments will be subject to the terms of use of the applicable third party payment services provider. You agree to be bound by any terms of use of such third party payment services provider.

 

Security and Privacy:

  • In order to provide the Service, TNP must collect and use certain of your personal information. Our use of such personal information is subject to our Privacy Policy, which you must agree to in order to access or use the Service.
  • Certain information, including personally identifiable information, may be stored on your Device (including information not collected through the Service). Use by the Service of any such personal information is subject to our Privacy Policy and these Terms of Use.
  • TNP cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information and Content through the Service at your own risk.
  • If you use a Third Party Application to share information, information on the Service may also be shared. We are not liable for such disclosure.
  • For any purchases through the Service, TNP will use reasonable efforts to conform to industry standards with regard to security measures related to payments. This includes encryption and SSL security.  The Service does not store any sensitive payment information.  However, your personal information may be stored by a third party payment partner for future use in association with your account in accordance with the third party’s terms of use.

 

Limitations on Warranties and Liability:

  • The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, TNP, its owners, employees, and its licensors do not warrant that any content on the Service, including without limitation user Content, is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your Device or loss of data that results from such download or your use of the Service.
  • We are not responsible for any other user’s Content or actions. We also are not responsible for any other services or use of Third Party Applications, even if accessed through the Service.
  • To the maximum extent permitted by applicable law, TNP disclaims any liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) any user content or the defamatory, offensive, or illegal conduct of any third party. Without limiting the foregoing, the aggregate liability of TNP in connection with any claim arising out of or relating to the Service or these Terms of Use shall not exceed the greater of $100 or the amount paid by you to TNP during the preceding twelve (12) months.
  • You agree to indemnify, defend, and hold TNP and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their respective owners, employees, contractors, agents, officers and directors, harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees, arising from or related to (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms of Use, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity, or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your Content or any content that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.. You agree to cooperate with us as requested in defense of any claims.  We reserve the right to assume the exclusive defense of any claims subject to indemnification by you.  You agree not to settle any claims without our prior written consent.
  • No action, regardless of form or nature, arising out of these Terms of Use or the Service may be brought by you or on your behalf more than one (1) year after the cause of action first arose.
  • Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

 

Consent to Binding Arbitration:

  • Any dispute between you and TNP (whether or not such dispute involves a third party), including without limitation claims arising from your use of the Service or these Terms of Use, will be resolved by binding, confidential, individual arbitration, rather than in court; except that you or TNP may assert claims in small claims court if such claims qualify.
  • Please note that there is no judge or jury in arbitration, and your right to appeal the outcome of arbitration is limited. An arbitrator can award, on an individual basis, the same damages or relief as a court, and must follow the terms of these Terms of Use.
  • Any dispute between you and TNP will be governed by the laws of Colorado and the Federal Arbitration Act and will be conducted under the American Arbitration Association (AAA) rules for arbitration of consumer-related disputes. The AAA’s rules are available at adr.org.  The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. The arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules.
  • All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. If for any reason a claim proceeds in court rather than arbitration, you agree to waive any right to a jury trial.
  • Notwithstanding the foregoing, any party may bring suit in court to enjoin infringement or misuse of any intellectual property rights.

 

Choice of Laws, Venue, and Jurisdiction:

  • The Service is controlled and operated from TNP’s facilities in the United States. TNP makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government, or if the laws in your jurisdiction do not permit the use of the Service as described herein. Unless otherwise explicitly stated, all materials and services found on the Service are solely directed to individuals, companies, or other entities located in the United States.
  • You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute arising from these Terms of Use or from the Service. The application of the United Nations Conventions or Contracts for the International Sale of Goods is expressly excluded. For any action at law or in equity relating to the arbitration provision in these Terms of Use, for matters not requiring arbitration under these Terms of Use, or if the arbitration provision is deemed unenforceable, you agree to resolve any dispute arising from these Terms of Use or the Service exclusively in a state or federal court located in Denver, Colorado, and to submit to the exclusive personal jurisdiction of such courts for the purpose of litigating all such disputes.  You and TNP expressly waive your right to a trial by jury and agree that the prevailing party in any such action shall be entitled to collect its costs and expenses of such action (including reasonable attorneys’ fees) from the non-prevailing party.

 

 

Notice and Procedure for Making Claims of Copyright Infringement:

TNP respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, we will respond expeditiously to claims of copyright infringement committed using the Service if such claims are reported to the TNP Designated Copyright Agent identified below.

 

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Service by completing the following DMCA Notice of Alleged Infringement and delivering it to the TNP Designated Copyright Agent.

 

A DMCA Notice of Alleged Infringement should include the following:

 

  • Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, the URL and the exact location where such material may be found.
  • Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  • Include, if accurate, both of the following statements in the body of the Notice:

 

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

 

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

 

  • Provide your full legal name and your electronic or physical signature.

 

Deliver this Notice, with all above items included, to the TNP Designated Copyright Agent at:

 

The Ninja Passport LLC

Attn: Designated Copyright Agent

4985 Moorhead Avenue, Suite 3786

Boulder, CO 80305

 

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

 

Please note that this procedure is exclusively for notifying TNP that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. If you believe that your content may have been infringed, or you have been accused of infringing a third party’s content, we strongly recommend that you contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

 

In accordance with the DMCA and other applicable law, TNP has adopted a policy of terminating, in appropriate circumstances, accounts of users who are deemed to be repeat infringers. TNP may also at its sole discretion limit access to the Service and/or terminate the accounts of any Service users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

 

Miscellaneous Terms

  • These Terms of Use constitute the entire agreement between you and TNP regarding your use of the Service and supersede any prior agreements.
  • If any provisions of these Terms of Use are or become unenforceable, such provisions shall be deemed removed and the remaining terms shall remain in force and effect.
  • These Terms of Use are personal to you. You may not assign your rights or obligations under these Terms of Use without the written consent of TNP.  No third-party beneficiary rights are created by these Terms of Use.
  • TNP may assign its rights and obligations under these Terms of Use in connection with any merger, acquisition, asset sale, or other change of control of TNP.
  • All rights not expressly granted to you herein are reserved by TNP.