Terms Of Use - Content Portal

Modified on Sat, 1 Jun at 6:57 AM

LES MILLS CONTENT PORTAL TERMS OF USE

Updated May 2024

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE LES MILLS CONTENT PORTAL

1. Introduction

Les Mills provides a service that allows Authorised Users to access and use the LES MILLS® Content Portal to access the Content by way of embeddable links and/or API requests in order for the Content to be streamed in an Authorised Platform. These Terms of Use govern the use of the Content Portal and the Content thereon.

2. Your Acceptance

By accessing or using the Content Portal and Content, You accept and agree to be bound by these Terms of Use. If You do not agree to these Terms of Use, You must not access or use the Content Portal or the Content. Any access or use of the Content Portal or the Content other than as expressly authorised by Us or under these Terms of Use is prohibited.

If You are an entity other than a natural person, the person who registers the account or otherwise uses the Content Portal must have the authority to bind the entity. In this context, ‘You’ means both the entity and each person who is authorised to access the account (collectively, ‘Authorised Users’).

We may revise or amend the Terms of Use at any time. Your continued use of the Content Portal (or any part of it) will constitute Your acceptance of the amended Terms of Use.

Our [Privacy Policy] and the provisions of Your Les Mills Agreement also apply to Your use of the Content Portal and the Content. Please take the time to read Our Privacy Policy as it includes important terms which apply to You.

If there is an inconsistency between any of the provisions of these Terms of Use and the provisions of Your Les Mills Agreement, the provisions of Your Les Mills Agreement shall prevail.

If You have any questions about these terms or Your use of the Content Portal or any content on it, please email lmcontent@lesmills.com.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE LES MILLS CONTENT PORTAL OR THE CONTENT.

3. Interpretation

‘Authorised Platform’ means the website and/or app, specified in a fully executed Les Mills Agreement, on which the Content will be included by way of the embeddable links or requests to our API via the Content Portal which can be viewed by authorised end users.

‘Authorised User’ means any company or person authorised to access and use the Content Portal pursuant to a Les Mills Agreement.

‘Content’ means the LES MILLS® Content (or such other name we determine and advise You from time to time) fitness videos and associated metadata, including the choreography, instruction, script, sound recordings, musical compositions and all other intellectual property or other rights owned or licensed by Les Mills incorporated therein, that are supplied to You under a fully executed Les Mills Agreement for the purposes of You including it on Your Authorised Platform, and other material published, made accessible, or made available to You on the Content Portal including, but not limited to, any videos, audio, music or other audio-visual content.

‘Les Mills’, ‘We’, ‘Us’, ‘Our’ etc. means Les Mills International Limited, a New Zealand limited liability company located at Level 2, 200 Victoria Street West, Auckland, New Zealand.

‘Les Mills Agreement’ means any policy, agreement, contract or license between You, Les Mills and/or its subsidiaries, licensees or affiliates.

‘Les Mills Brand Guidelines’ means the brand guidelines provided by Us to You, and amended from time to time.

‘Les Mills Content Portal’ means the Content Portal platform and Services made available by Les Mills located at https://portal.content.lesmills.com.

‘Services’ means the services provided by Les Mills for accessing and using Content via the Content Portal in an Authorised Platform, including all features, functionalities, API and user interfaces, as well as all materials, documentation and software associated with the services.

‘Terms of Use’ means these terms as amended, supplemented or otherwise modified by Les Mills from time to time.

‘Third Party Platform Provider’ means a digital platform (and related support services) that provides customised mobile applications, websites and interfaces for certain Authorised Platforms.

‘You’, ‘Your’ etc. means any individual, business or organisation that is authorised to use the Content Portal and has been granted access to the Content Portal by Us.

4. Use of the Content Portal

A) You agree to access and use the Content Portal and the Content in accordance with these Terms of Use. It is Your responsibility to ensure that You understand the rights and limitations that apply to Your use of the Content Portal and the Content and ensure that there is no unauthorised or unlawful use of the Content Portal or Content.

B) You shall only use the Content Portal and the Content:

1. as expressly permitted under Your Les Mills Agreement or as otherwise expressly approved or permitted by Us;

2. in accordance with all applicable laws, rules and regulations; and

3. in accordance with any other restrictions or conditions We may communicate to You from time to time.

C) You shall not use the Content Portal or the Content for any purpose which:

does not comply with all reasonable requirements of which We advise you regarding the use of Content Portal or the Content;
does not comply with the terms and conditions of Your Les Mills Agreement;
does not comply with Les Mills Brand Guidelines;
does not comply with all applicable laws and regulations;
is offensive, obscene, defamatory, profane or otherwise objectionable;
is likely to mislead the public, or is likely to damage, dilute or diminish our reputation;
infringes Our rights or the rights of any third party, including any intellectual property rights.

D) Except as explicitly authorised by Us, You agree not to:

archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use the Content or any material or information contained on or obtained from or through the Content Portal;
circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the Content or the Content Portal service, including but not limited to the graphical user interface, copyright notices, and trade marks;
use any automated means to access the Content Portal or the Content;
decompile, reverse engineer or disassemble any API, software or other products or processes available on or accessible through the Content Portal;
insert any code or product or manipulate the Content or any aspect of the Content Portal in any way;
use any data mining, data gathering or extraction method;
upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of the Content Portal, including any software viruses or any other computer code, files or programs.

E) If you violate these Terms of Use, or are engaged in illegal or fraudulent use of the Content or Content Portal, without limiting any other rights or remedies available to Us, We may at Our sole discretion (at any time and without notice to you):

restrict, suspend or terminate Your access to the Content Portal and/or Your ability to use the Content or any information, features or Services available through the Content Portal; and/or
withdraw, remove or delete any of the Content from the Content Portal.

F) If We restrict, suspend or terminate Your access to the Content Portal, You must cease to use the Content Portal and the Content immediately and remove, make inactive and/or delete any Content You are using or that is within Your possession or control.

G) We may impose certain limitations, controls or restrictions on the use of the Content Portal and Content from time to time, including but not limited where there is (in our sole discretion) excessive use of the video streaming resources that is adversely impacting the performance of the Les Mills Content Portal or violating our usage policy. You are responsible for ensuring You are aware of and adhere to any limitations, controls or restrictions. We reserve the right to suspend or terminate Your access to the Content Portal and the Content and/or Your ability to use the Content if you do not adhere to those limitations, controls or restrictions.

H) We at our sole discretion regulate access to and availability of any Content available on the Content Portal. We may withdraw, remove or delete any of the Content from the Content Portal at any time and without notice to You.

5. Intellectual Property rights

A) The Content is protected by copyright and other laws of New Zealand, and under similar laws and international conventions abroad. Unless otherwise stated, the Intellectual Property and any information, features or services available through Content Portal shall belong to Les Mills International Limited or to its licensors. All such rights are reserved.

B) You agree that Your use of the Content Portal and the Content does not give You any ownership, claim, right, title or interest in or to the Content or information, features or Services available through the Content Portal. You shall hold any Goodwill as a result of Your use of the Content Portal and the Content on our behalf and for our benefit.

6. Third Party Platform Providers

If You are a Third Party Platform Provider, the terms set out in this clause 6 also apply to Your use of the Content and Content Portal:

A) You will only be an approved Third Party Platform Provider to provide Content to Authorised Platforms (in the countries we approve) with Our prior written consent.

B) You must only allow access to the Content on an Authorised Platform pursuant to written approval from us. We may request that You suspend or terminate an Authorised Platform’s access to the Content or any Authorised User’s access to the Content, if we believe they are in breach of a Les Mills Agreement or are using the Content in an unauthorised way, at Our discretion, and You will action such request as soon as reasonably practicable.

C) You must not:

sublicense, resell, or otherwise make available the Content Yourself (including any bundling with other products or services) or through any third party, including any sales agent or sub-distributor or reseller without our prior written consent;
not represent Yourself as our agent, nor pledge any credit or give any warranty or make any representation on our behalf or commit us to any contracts, or otherwise incur any liability on our behalf, howsoever arising.

D) The Content must only be streamed on an Authorised Platform and will not be made available by way of download.

E) You will, at all times, store, transmit, host, handle, and maintain all Content in compliance with current industry standard security measures to prevent the unauthorised access to, and transmission, copying, modification and/or distribution of the Content. You will immediately inform us if You become aware of any such acts in respect of the Content (or any part thereof) or any security breach that could compromise the security and/or integrity of Your platform, the Content and/or the Content Portal or otherwise adversely affect Us. You will promptly notify Us and You will take prompt and proper remedial action against such unauthorised acts. You further agree to co-operate with our reasonable security investigations.

F) You are solely responsible for Your platform (including all hardware, software and any other components and all support and maintenance), all customer services and all marketing and promotion connected with such.

7. Password and account access

A) Your access to the Content Portal is exercised through use of Your login and password connected to Your Content Portal account. To maintain exclusive control over Your account, You should not reveal Your password to anyone. You are responsible for updating and maintaining the truth and accuracy of the information You provide to Us relating to Your account.

B) We are giving You personally the right to access the Content Portal and use the Content as set out in these Terms of use and Your Les Mills Agreement. You may not share your account details or transfer your account details to someone else who is not an Authorised User.

C) You are responsible for any activity that occurs through Your Content Portal account, and You agree, without limitation to: (a) be responsible for protecting all embeddable links and/or API access token(s) for the APIs; (b) not disclose the embeddable links and/or API access token(s) to any third party except Authorised Users; (c) not use the embeddable links and/or API access token(s) for any purpose other than as necessary to exercise rights granted under these Terms of Use and your Les Mills Agreement; and (d) be responsible for all activity that occurs with the embeddable links and/or API access token(s). If You allow multiple individuals to access the Content Portal using Your account, You agree that those individuals are acting on Your behalf.

D) You shall notify Us promptly in the event you learn of any unauthorized access to the Content Portal, the Content and/or any embeddable links and/or API access token(s).

8. Third-Party Software

A) You acknowledge that Your use of the Content Portal and the Content may require the use, utilisation or incorporation of third-party software which is subject to third party licenses (“Third-Party Software”). Your use of the Content Portal and the Content is subject to the terms and conditions governing the use of any Third-Party Software. We reserve the right to update, modify, or remove any Third-Party Software from our service at any time without prior notice.

9. EXCLUSION AND LIMITATION OF LIABILITY

A) THE CONTENT PORTAL IS PROVIDED TO YOU ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LES MILLS ON ITS OWN BEHALF AND ON BEHALF OF ITS RELATED COMPANIES EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT PORTAL AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

B) SUBJECT ONLY TO CLAUSE 8(D) BELOW, IN NO EVENT SHALL LES MILLS OR ITS RELATED COMPANIES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY PERSON FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT OR OTHERWISE ARISING UNDER THESE TERMS OF USE OR IN CONNECTION WITH YOUR USE OF THE CONTENT PORTAL AND THE CONTENT, FOR: (I) ANY LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; (II) LOSS OR CORRUPTION OF DATA, INFORMATION, OR SOFTWARE; (III) LOSS OF BUSINESS OPPORTUNITY; (IV) LOSS OF ANTICIPATED SAVINGS; (V) LOSS OF GOODWILL; OR (VI) ANY INDIRECT OR CONSEQUENTIAL LOSS.

C) SUBJECT ONLY TO CLAUSE 8(D) BELOW, OUR TOTAL LIABILITY TO YOU IN RESPECT OF ALL LOSSES ARISING UNDER OR IN CONNECTION WITH YOUR USE OF THE CONTENT PORTAL AND THE CONTENT, AND THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LES MILLS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SHALL IN NO EVENT EXCEED THE AMOUNT SPECIFIED UNDER THE TERMS AND CONDITIONS OF YOUR LES MILLS AGREEMENT OR IN THE ABSENCE OF A LES MILLS AGREEMENT FOR ANY REASON AN AMOUNT OF ONE HUNDRED NEW ZEALAND DOLLARS ($100).

D) WE WILL NOT EXCLUDE IMPLIED WARRANTIES OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO.

10. Jurisdiction

A) These Terms of Use and any use of the Content Portal are governed by the laws of New Zealand.

B) The Content Portal is controlled and operated by Us, from premises within New Zealand. We make no representations or warranties as to whether or not the information available on the Content Portal complies with the laws of other countries. If You access the Content Portal or use the Content outside New Zealand, You are responsible for compliance with applicable local law.