Rosemary Conley Online

Dated 29/07/2009

MEMBERSHIP AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR SUBSCRIPTION TO THE ON LINE SLIMMING PROGRAMME ("THE PROGRAMME"). BY USING OUR WEBSITE AND SUBSCRIBING TO THE PROGRAMME YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS MEMBERSHIP AGREEMENT ("THIS AGREEMENT")

FOR THE PURPOSES OF THIS AGREEMENT, "WE", "US", AND "OUR" MEANS, ROSEMARY CONLEY DIET & FITNESS CLUBS LIMITED.

We reserve the right to change, modify, add or remove provisions to this Agreement from time to time and you agree to accept those changes whether or not you have reviewed them. If you do not agree to this Agreement, you should not use the Website and/or the Programme and you should arrange to cancel your subscription by notifying us in writing in accordance with the provisions of this Agreement.

1. Use of the Programme

1.1. This Agreement is specifically directed to individuals who are aged 18 years and over and the Programme is for use only by such individuals (subject to payment of the relevant fees and charges and the acceptance of the terms of this Agreement).

1.2. Unless otherwise specified, we grant you a non exclusive right to access, use and display the material and information provided in the Programme for your personal non-commercial use, provided that you at all times fully comply with the provisions of this Agreement.

1.3. You agree not to assign, transfer or sub license your rights as a subscriber to the Programme to any third party. You acknowledge that only you may use your user account and password and that your subscription to the Programme is only valid for your own personal use and may not be shared with any third party.

1.4. You agree to be financially responsible for all fees and charges in respect of your subscription to the Programme.

1.5. We reserve the right to change this Agreement from time to time, including without limitation changing any charges and/or subscription fees payable in connection with the Programme. Please refer to clause 2.3 below.

1.6. You accept that there may be circumstances when it may be necessary for us to modify, amend and update certain aspects of the Programme and you acknowledge that we may without prior notice, discontinue, modify or alter any aspect of the Programme, including but not limited to:-

1.6.1. restricting the time the Programme is available;

1.6.2. restricting the amount of use permitted; and

1.6.3. restricting or terminating any right to use the Website and/or the Programme.

We shall only make such changes if we feel it is unavoidable.

1.7. If you do not abide by the provisions of this Agreement, you agree that we may immediately terminate your access to your user account and any further access to the Programme will be denied.

1.8. We shall not be liable to you, or to any third party for any termination, or cancellation of your access to, or use of, the Programme.

2. Charges

2.1. You agree to pay the charges and fees set out in the Website, including but not limited to, the fixed subscription fee for 1, 3 or 12 month programme, any ongoing monthly payment any applicable taxes and any other charges incurred in order to access the Programme

2.2. All payments should be made using a valid credit/debit card as indicated on the Website. Please refer to the RosemaryConley shop for details of those credit/debit cards that we will accept

2.3. We reserve the right to increase charges and/or fees or to institute new charges at any time upon reasonable notice communicated to you through posting on the Website or by any other means as we may deem appropriate from time to time. However, these increases will not apply to your current subscription to the Programme.

2.4. In the event that we terminate or cancel your subscription to the Programme due to a breach of this Agreement by you, you agree that all fees and charges in respect of the relevant Programme are non-refundable.

2.5. Futurepay Agreement- This is automatically set up at the time of purchasing a membership to Rosemaryconleyonline and will commence once your initial term of membership has lapsed. Payments will be taken automatically on a monthly basis until you advice us to terminate the agreement.

Requests to cancel the agreement must be made in writing through the membership enquiries page on the site under HELP or by email subscriptions@rosemaryconleyonline.com or by letter to : online subscriptions, Rosemary Conley Diet and Fitness Clubs Ltd, Quorn House, Meeting Street, Quorn, Leicestershire, LE12 8EX

3. Personal information

3.1. You agree to provide us with true accurate and complete information as required in the sign up process to the Programme (Subscription Information), including your name, address, telephone number, e-mail address and applicable billing information. You acknowledge and allow us to share your Subscription Information with third parties for the purposes of verifying the information you provide and billing your credit card and for other purposes in accordance with our Privacy Policy.

3.2. You agree to maintain and properly update the Subscription Information to keep it accurate. If any information provided is untrue, inaccurate or incomplete or we have reasonable grounds to suspect that this is the case, we reserve the right to suspend or terminate your user account and, or subscription and refuse any future access to you of the Programme.

3.3. You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known (or suspected) or unauthorised use of your user account.

4. Cancellation of Subscription

4.1. Either you or we may terminate or cancel your subscription to the Programme at any time. You acknowledge that (subject to any of your statutory rights) the cancellation or termination of your membership is your sole right and remedy with respect to any dispute with us.

4.2. You may cancel your subscription to the Programme by notice in writing to Rosemary Conley Diet & Fitness Clubs Limited, Quorn House, Meeting Street, Quorn, Loughborough, Leicestershire or by email to info@rosemaryconley.com. Your cancellation or termination will take effect within 1 working day after receipt by us of your cancellation notice but all fees and charges relating to your subscription of the Programme are non-refundable.

4.3. Your right to cancel your subscription is as set out in this clause 4 (subject to any of your statutory rights). Clause 3 of the terms and conditions for on-line selling of products does not apply to contracts for subscriptions to the Programme, because we start to provide services to you as soon as your subscription commences.

5. Exclusions to the Programme

5.1. Individuals under the age of 18 ,pregnant or breast feeding women, and those with a BMI of less than 18.5 may not subscribe to the Programme. Businesses including (without limitation) companies and partnerships, may not subscribe to the Programme.

6. Privacy and Security

6.1. We shall ensure that we comply with all current data protection legislation including, without limitation, the Data Protection Act 1998 (as replaced, modified or re-enacted from time to time). We shall only use your personal data received from you for the purposes of fulfilling our obligations under this Agreement and as stated in our Privacy Policy.

6.2. You acknowledge and agree to be bound by the terms of our Privacy Policy.

7. Health Disclaimer

7.1. Before starting any weight loss or reduction programme, you should make sure that you are not underweight and in any event we advise you to seek medical advice before beginning any weight loss programme.

7.2. This Website provides information on weight loss management and is intended to assist users in weight loss effort. Rosemary Conley Diet and Fitness Clubs Limited is not a medical organisation and it cannot give you medical advice or diagnosis.

7.3. The material on this website is intended to be used as a general guide to weight loss management. We do not provide medical advice or emotional support or assistance on individual cases or feedback on any information submitted or posted to the Website by you.

8. Restrictions on use of the Materials

8.1. All Intellectual Property Rights in the Programme and in any drawings or other documentation, specifications or materials is and will remain the property of us and you shall not acquire any title, right or interest in any such Intellectual Property Rights.

8.2. For the purposes of clause 8.1 above, "Intellectual Property Rights" means any and all of the following items, whether or not registered, applications for the following items (where registerable) and the right to apply for the following items (where registerable):

(i) Patents and patent applications, including any contributions, continuations in part, extensions, reissues and divisions and any patents, similar rights that are based on or derive priority from the foregoing in any country of the world.

(ii) copyright, moral rights, database rights, design right, registered designs, trade marks and service marks, rights in respect of confidential information, unfair competition rights, and similar rights in any country in the world.

9. Limitation of Liability

9.1. Except in respect of injury to or death of any person (for which no limit applies) the total liability under this Agreement shall not exceed the total amount of fees payable by you under this Agreement.

9.2. You expressly understand and agree that (to the fullest extent permitted by law) we shall not be liable for any indirect, incidental, special, consequential or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised as to the possibility of such damages), arising out of or resulting from

9.2.1. the use of or the ability to use the Website (including, without limitation , the Programme);

9.2.2. the use of any content or other materials (including, without limitation, the Programme);

9.2.3. an event reasonably beyond our control;

9.2.4. any other matter relating to the Website and/or the Programme

9.3. For the avoidance of doubt, nothing in this Agreement shall seek to exclude liability for death or personal injury caused by the negligence of Rosemary Conley Diet & Fitness Clubs Limited.

9.4. If you are dissatisfied with this Website or with any provision of this Agreement, your only remedy is the discontinuation of your use of the Website. If you are dissatisfied with the Programme, your only remedy is discontinuation of use of the Programme and termination or cancellation of your subscription. For the avoidance of doubt, nothing herein shall seek to exclude or limit your statutory rights.

10. Governing Law

10.1. This Agreement shall be governed by and construed in accordance with the laws of England & Wales. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts.

11. General

11.1. If any provisions of this Agreement shall be unlawful void or for any reason unenforceable that provision shall be deemed as severable and shall not affect the validity and enforceability of any remaining provisions of this Agreement.

11.2. This Agreement, together with our Privacy Policy and the terms and conditions of website use and disclaimers and the terms and conditions for on-line selling of products are the entire agreement between you and us relating to the subject matter herein.

11.3. In the event of any conflict between this Agreement and the terms and conditions of website use and disclaimers and the terms and conditions for on-line selling of products this Agreement shall prevail.

11.4. We may assign our rights and obligations under this Agreement and our successors, assignors and licensees will be entitled to take the benefit of this Agreement.

11.5. The failure of either party to assist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such parties right to assert or rely upon any such provision or right in that or any other instance, and the same will remain in full force and effect.

This Website is operated by and the Programme is provided by Rosemary Conley Diet & Fitness Clubs Limited.

Rosemary Conley Diet & Fitness Club Limited is a company incorporated in England, Company registration number : 02775368) and its registered office is at :

Rosemary Conley Diet & Fitness Clubs Limited
Quorn House
Meeting Street
Quorn
Loughborough
Leicestershire
LE12 8EX
UK

If you have any questions or concerns you may contact Rosemary Conley Diet & Fitness Clubs Limited by e-mail at:

info@rosemaryconley.com

or by post at the above address.

Rosemary Conley Diet & Fitness Clubs Limited is registered for VAT purposes (VAT registration number: 616627142)