Last updated: August 6, 2026
These terms also reference our User Terms, Privacy Policy, Participation Notice and Group Viewing Terms.
Anywhere Active LLC ("Anywhere Active," "we," or "us") provides the Anywhere Active Services to libraries, organizations, and institutions that register for the service and comply with these terms.
These Business and Organization Terms and Conditions (these "Terms") apply to every organization that accesses the Anywhere Active Services. Where the parties have signed a Memorandum of Understanding or Business Agreement (an "MOU"), the MOU and these Terms are read together as a single agreement (the "Agreement"). In the event of a conflict, the order of precedence is: (i) the signed MOU; (ii) these Terms; and (iii) any exhibit, addendum, or attachment, including any document incorporated by reference through a link in these Terms.
Anywhere Active separately publishes User Terms and Conditions (the "User Terms") governing individual use of the platform, and Group Viewing Terms governing the display of Content to groups at physical locations. The User Terms and Group Viewing Terms apply to individuals who access the Anywhere Active Services, including Partner staff and administrators and personnel of Host Sites. Those terms do not limit these Terms, and where these Terms expressly permit an activity that the User Terms restrict, these Terms control as to Partner.
"Partner" means the library, library system, government agency, school, employer, or other organization that registers for the Anywhere Active Services and agrees to these Terms.
"Partner Location" means a facility owned, leased, or operated by Partner, including any branch or other site Partner operates.
"Anywhere Active Content" means Classes produced or commissioned by Anywhere Active and delivered by instructors engaged by Anywhere Active, including live Classes and recordings of those Classes in the Anywhere Active on-demand library, together with related class descriptions, schedules, and materials Anywhere Active creates.
"Third-Party Content" means any other video, class, or material made available through or alongside the Anywhere Active Services that Anywhere Active did not produce or commission, including content hosted on a third-party platform such as YouTube and made available by embedding, linking, or indexing.
"Content" means Anywhere Active Content and Third-Party Content together.
"Instance" means the Partner-branded area of the Anywhere Active Services through which Partner makes Content available, which Partner may link from its own website and which may be reachable by members of the public.
"Authorized User" means an individual who accesses the Anywhere Active Services through Partner's Instance, whether or not that individual registers for a Class or holds an account. Authorized Users include Viewers, Registrants, and Administrators.
"Viewer" means an individual who accesses Content through Partner's Instance without registering for a Class and without holding an account. A Viewer accepts the User Terms through the acceptance prompt presented on the Anywhere Active Services. Anywhere Active does not collect a Viewer's name or email address.
"Registrant" means an individual who registers for a Class and provides a name and email address for the purpose of receiving reminders and calendar information. Registration is required for every live Class, and is required for recorded Classes where Partner enables that setting. Registration must be completed by an individual 18 years of age or older.
"Administrator" means an individual to whom Partner issues an Anywhere Active account for the purpose of administering Partner's Instance.
"Group Screening" means any display, projection, playback, or performance of Anywhere Active Content to a group of people gathered together at a physical location, whether the Class is live or recorded.
"Host Site" means an organization located within the Service Area that conducts Group Screenings of Anywhere Active Content at that organization's own facility after Partner makes Anywhere Active available to it. Host Sites may include senior centers, recreation and community centers, schools, museums, retirement and assisted living communities, health and human services agencies, employers, and other government, education, nonprofit, and community organizations.
"In-Person Participant" means an individual who attends a Group Screening at a physical location without personally accessing the Anywhere Active Services. An In-Person Participant does not accept the User Terms, does not register, and is not an Authorized User.
"Service Area" means the geographic area designated in the MOU. Unless the MOU provides otherwise, a Partner's Service Area is the area of its legal or chartered jurisdiction. For a Partner that is, or is part of, a governmental entity, that is the municipal, county, district, or other boundary established for that entity by law or charter. Where Partner's legal or chartered jurisdiction encompasses the service areas of more than one public library or comparable entity, including a state library, regional consortium, or multi-jurisdictional authority, the Service Area must be designated expressly in the MOU, and the default in this definition does not apply.
"Participation Notice" means the participant-facing notice and acknowledgment of risk that Anywhere Active makes available for use at Group Screenings, as updated from time to time.
"Group Viewing Terms" means the terms published by Anywhere Active that govern the display of Anywhere Active Content to groups at a physical location, as updated from time to time.
Subject to Partner's compliance with these Terms and payment of all applicable fees, Anywhere Active grants Partner, for the Term, a limited, non-exclusive, non-transferable, non-assignable, revocable license to:
(a) access and use the Anywhere Active Services for Partner's own organizational purposes;
(b) make the Content available through Partner's Instance to Viewers and Registrants for their individual, personal use, whether or not they hold accounts;
(c) conduct Group Screenings of Anywhere Active Content at Partner Locations; and
(d) make Anywhere Active available to Host Sites within the Service Area so that they can conduct Group Screenings of Anywhere Active Content at their own facilities, as described in and subject to Section 6.
The license granted in Sections 3.1(c) and 3.1(d) expressly includes the right to publicly perform and publicly display Anywhere Active Content to persons gathered at a physical location. This right is a core part of what Anywhere Active provides.
Anywhere Active has obtained public performance rights from the instructors who deliver Anywhere Active Content and holds or has secured the music rights necessary for Anywhere Active Content to be publicly performed in accordance with these Terms. Accordingly, in order to conduct a Group Screening of Anywhere Active Content in accordance with these Terms, neither Partner nor any Host Site is required to obtain any additional license, permission, or clearance from any Anywhere Active instructor, music publisher, record label, performance rights organization, or other rights holder.
This Section applies only to Anywhere Active Content. It does not apply to Third-Party Content. See Section 4.
Group Screenings are discrete, scheduled sessions attended by a group. Anywhere Active does not provide a continuous playback or loop feature, does not recommend continuous or ambient display of Classes, and does not grant permission for Classes to be displayed on a loop or left running in a lobby, common area, hallway, waiting room, or other public space. Each Group Screening must satisfy the staffing requirement in Section 5.3.
Neither Partner nor any Host Site may record, film, screen-capture, download (except through a download function Anywhere Active expressly provides), copy, rebroadcast, retransmit, or post any Content, or permit any third party to do so. Partner and Host Sites may not host Content on any website, video platform, social media channel, learning management system, or streaming service other than the Anywhere Active platform and Partner's Anywhere Active microsite.
For clarity, this Section restricts the making of new copies and new transmissions. It does not restrict Partner or a Host Site from displaying Anywhere Active's own recordings of Anywhere Active Content as permitted by Section 3.1.
Group Screenings are display-only. Partner and Host Sites will not enable a camera or microphone directed at In-Person Participants during a Group Screening, and will not otherwise transmit audio or video of In-Person Participants to Anywhere Active, to any instructor, or to any other participant. Anywhere Active does not enable participant cameras or microphones in live Classes and does not include participant video or audio in any recording of a Class.
Live Classes may include a text chat through which a participant may send a message or question to the instructor. A name is displayed only if a participant chooses to provide one. Anywhere Active retains chat content only for a short period following the Class. Partner and Host Sites will not submit, and will discourage In-Person Participants from submitting, personal information about any individual through the chat during a Group Screening.
Partner may promote Group Screenings and the availability of Content through Partner's own marketing channels, including email, printed flyers and posters, mailers, newsletters, calendars, and social media, and may permit Host Sites within the Service Area to do the same for Group Screenings the Host Site is conducting. Partner will not promote the Content through the marketing channels of any organization located outside the Service Area. If an organization outside the Service Area shares a program without Partner's knowledge, no penalty applies, but Partner will ask that organization to refrain from doing so once Partner becomes aware.
Anywhere Active and its licensors retain all right, title, and interest in and to the Content and the Anywhere Active Services. No rights are granted other than those expressly stated in these Terms. Anywhere Active may revoke or suspend the license in Section 3.1 in the event of material breach as provided in Section 13.
The Anywhere Active Services make available both Anywhere Active Content and Third-Party Content. The rights granted differ between them, and the difference is material.
The public performance and Group Screening rights described in Section 3.2 apply solely to Anywhere Active Content.
No Group Screening, public performance, or public display right is granted for Third-Party Content. Neither Partner, nor any Host Site, nor any Authorized User may display, project, or perform Third-Party Content to a group of people gathered at any physical location.
Anywhere Active does not hold public performance rights in Third-Party Content and does not purport to grant any. Anywhere Active has not sought public performance rights from the owners of Third-Party Content. Anywhere Active makes no representation about what rights the owner of any Third-Party Content holds, including with respect to any music contained in it, and provides Third-Party Content as a convenience on an as-is basis without warranty of any kind.
Anywhere Active identifies within the Anywhere Active Services whether each Class is cleared for Group Screening.
Where a Class is not identified as cleared for Group Screening, Partner will treat it as not permitted for Group Screening.
Where Partner is uncertain whether particular content is Anywhere Active Content, Partner will treat it as Third-Party Content and will not include it in a Group Screening. Partner is responsible for ensuring that its staff, and any Host Site to which it makes Anywhere Active available, understand the distinction in this Section before conducting any Group Screening.
Third-Party Content hosted on a third-party platform remains subject to that platform's terms of service, and use of embedded or linked content is also governed by those terms.
Anywhere Active may add, change, or remove Content at any time without notice, including individual Classes, formats, and instructors, and including in response to a request or complaint from a rights holder or platform. Anywhere Active does not guarantee the continued availability of any particular Class, format, or instructor. Changes to the content library are not a breach of the Agreement and do not give rise to any refund or credit.
This Section applies to every Group Screening conducted at a Partner Location.
A Group Screening is a program of Partner conducted at Partner's facility. Partner selects the space, schedules the session, admits attendees, and supervises the event. Anywhere Active supplies the Content and has no presence at, control over, or ability to observe or supervise any physical location.
Partner is responsible for the safety, condition, and suitability of the space in which a Group Screening takes place, including adequate floor clearance between participants, appropriate flooring and traction, seating and chair stability where chair-based formats are shown, lighting, ventilation and temperature, unobstructed exits, adequate audio and video so participants can hear and see instruction clearly, and the condition of any mats, props, or equipment Partner supplies.
During each Group Screening, Partner will have at least one staff member on the premises who is reachable and able to respond to an emergency. That staff member need not be in the room where the Group Screening takes place. Where a staff member is not in the room, Partner will designate a responsible adult present in the room, who may be a volunteer, who knows how to summon staff and how to initiate Partner's emergency response procedure.
Partner is responsible for its own emergency response procedures, for ensuring that staff and any designated volunteer know them, and for calling emergency services when needed. Anywhere Active instructors teach remotely, cannot see the room, cannot assess an individual participant's condition, and cannot render assistance at any physical location.
Partner is responsible for selecting Classes appropriate to the space and to the people expected to attend, including whether a format involving standing balance work, floor transitions, or higher-intensity movement is suitable for a particular group and room.
To assist with that selection, Anywhere Active identifies for each Class whether the Class can be done seated, whether it includes standing, whether it includes floor work, and the general level of effort involved. These designations describe the Class as taught. They are not a representation that any Class is suitable for any particular participant, and Anywhere Active does not select Classes for any Group Screening.
Partner will comply with Section 7 with respect to notice to In-Person Participants.
Partner is responsible for compliance with all laws, regulations, ordinances, occupancy limits, and permitting requirements applicable to programming and public assembly at its facilities.
Partner may make Anywhere Active available to organizations located within its Service Area so that they can conduct Group Screenings of Anywhere Active Content at their own facilities. Partner may do this by direct invitation or by publishing the opportunity generally, for example on Partner’s website or at a meeting of community organizations. No individual invitation is required, and a Host Site does not need one in order to rely on the permission in Section 6.3. Partner does not need Anywhere Active's approval for any individual Host Site.
Partner is not required to obtain a signed agreement from any Host Site, to collect, verify, or retain any document from any Host Site, to inspect any Host Site facility, or to confirm any Host Site's insurance.
Host Site sharing under this Section is available to Partners that are governmental entities or part of a governmental entity, including public libraries and library systems, parks and recreation departments, public health departments, and other government agencies.
A Partner that is not a governmental entity, including a university, employer, or other private organization, may conduct Group Screenings at its own locations under Section 5 for its own students, employees, members, patients, or residents, but may not make Anywhere Active available to Host Sites unless the MOU expressly provides otherwise. Where the MOU provides otherwise, the MOU will define the permitted scope of that Partner's sharing, which will ordinarily be defined by affiliation with Partner rather than by geography.
Anywhere Active grants permission to conduct Group Screenings directly to each Host Site, on the conditions in Section 6.4. Partner does not sublicense the Content, does not grant any right in the Content to any Host Site, and makes no representation or warranty to any Host Site.
Host Site personnel access the Anywhere Active Services in the same manner as any other individual, through Partner's Instance. No account is required. Before Content is made available, the Anywhere Active Services present an acceptance prompt through which the individual accepts the User Terms, the Group Viewing Terms, and Anywhere Active's privacy policy. The Group Viewing Terms state the conditions in Section 6.4 in plain language, and a Host Site's permission to conduct Group Screenings arises under those terms.
An individual who accepts the Group Viewing Terms while acting for an organization accepts them on that organization's behalf as well as their own.
The permission described in Section 6.3 applies only while the Host Site:
(a) is located within the Service Area of the Partner whose Instance it uses, and that Partner holds a current Anywhere Active subscription;
(b) displays only Anywhere Active Content, and does not display Third-Party Content to any group;
(c) conducts Group Screenings only at its own facility, and does not extend the permission to any other organization;
(d) charges no person any fee for access, as described in Section 8;
(e) has a staff member on the premises during each Group Screening, as described in Section 5.3;
(f) makes no recording of any Class and does not repost, rebroadcast, or retransmit any Class;
(g) shows Classes only as discrete, scheduled sessions attended by a group, and does not display Classes on a loop or leave them running in a lobby, common area, hallway, waiting room, or other public space, as described in Section 3.3; and
(h) makes the Participation Notice available to attendees as described in Section 7.
These are conditions on the permission, not covenants. A Host Site that does not meet these conditions has no permission to conduct Group Screenings, and its display of Content is unauthorized. Anywhere Active may withdraw that permission at any time and without notice to Partner, and may require Partner to cease sharing with that Host Site. Because Content is made available through Partner's Instance rather than through individual accounts, Anywhere Active may not be able to block a particular Host Site by technical means, and nothing in these Terms obligates Anywhere Active to do so.
The geographic condition in Section 6.4(a) applies only to Group Screenings. It does not restrict individual access to the Anywhere Active Services. An individual may access Partner's Instance and view Content for that individual's own personal use regardless of where the individual resides.
Partner will (a) make Anywhere Active available only to organizations located within its Service Area, and not promote Group Screenings to organizations outside it; (b) direct each Host Site to the Group Viewing Terms published on the Anywhere Active website; and (c) notify Anywhere Active if Partner learns that a Host Site is not meeting the conditions in Section 6.4.
Partner will not share its administrator credentials with any Host Site. Host Site personnel access the Anywhere Active Services through Partner’s Instance in the same manner as any other individual, as described in Section 6.3, and do not require accounts.
Partner is not responsible for the physical condition of a Host Site's facility or for how a Host Site conducts a Group Screening, each of which is the responsibility of the Host Site.
Anywhere Active has no presence at, control over, or ability to inspect or supervise any Host Site facility. Anywhere Active is not liable for any injury, illness, death, property damage, or loss arising from the condition of a Host Site facility, the conduct of a Group Screening at a Host Site, or the acts or omissions of Host Site staff or volunteers.
Anywhere Active recognizes that people attend a Group Screening by walking into a room. They are not asked to create an account, log in, check a box, or sign anything, and requiring otherwise would defeat the purpose of the program.
Accordingly, these Terms do not require Partner or any Host Site to obtain a signed waiver, an executed release, an individual health screening, or individual acceptance of the User Terms from In-Person Participants. In-Person Participants do not personally access the Anywhere Active Services, do not accept the User Terms, and are not parties to the User Terms or these Terms. Anywhere Active collects no personal information from In-Person Participants.
Where an individual accesses the Anywhere Active Services personally, whether by opening Partner's Instance on a device or by registering for a Class, that individual accepts the User Terms through the acceptance prompt and the User Terms govern that individual's use.
In place of individual waivers, Partner will, and each Host Site will:
(a) post the Participation Notice in or at the entrance to the room where the Group Screening takes place, in a location and size that a person entering the room can reasonably see and read; and
(b) include the Participation Notice, or the short-form announcement language Anywhere Active supplies with it, in any registration page, calendar listing, flyer, poster, newsletter item, or other announcement for the Group Screening.
Anywhere Active makes the Participation Notice and short-form announcement language available and may update them from time to time. Partner and Host Sites may reformat the Participation Notice to match their own branding, translate it, or adjust it for readability, provided the substance is not altered and no risk acknowledgment is removed.
Partner will not represent to any person that Anywhere Active programming is medically supervised, physician-approved, clinically prescribed, therapeutic, rehabilitative, or suitable for any particular medical condition. Anywhere Active instructors are fitness professionals, not licensed medical providers, and the Content is general wellness programming.
Partner and each Host Site are responsible for responding to accommodation requests from individuals attending a Group Screening at their facilities. Anywhere Active will cooperate in good faith with reasonable requests relating to the Content itself.
Neither Partner nor any Host Site may charge any person any fee for access to, attendance at, or participation in a Group Screening or any other access to the Content. This prohibition covers admission fees, class fees, drop-in fees, registration fees, materials or supply fees, per-session charges, surcharges, donations solicited as a condition of entry, and any other charge that is imposed for, conditioned on, or measured by access to the Content. Cost recovery is not permitted. Group Screenings must be free to the people who attend them.
This Section does not prohibit a Partner or Host Site from charging general membership dues, facility access fees, or fees for other programs unrelated to the Content, provided that (a) no portion of that charge is attributable to the Content, and (b) the Content is not advertised, described, packaged, listed, or priced as a feature that justifies, is included in, or adds value to that charge.
An employer, senior living or assisted living community, school, senior center, or similar organization may make Group Screenings available to its employees, residents, students, patients, or members at no charge to those individuals as a wellness benefit. Doing so is permitted and does not constitute a charge for access to the Content, and it does not matter that the organization is operated for profit or that access is limited to the organization's own employees, residents, students, or members.
By way of example and not limitation, a commercial fitness studio, gym, health club, boutique studio, personal training business, or similar business may not use the Content as, or as part of, any class, session, or program for which it charges any person, may not include the Content in a paid class schedule or paid membership tier, and may not use the Content to substitute for an instructor it would otherwise pay. Neither Partner nor any Host Site may resell, sublicense, rent, or otherwise commercialize the Content or access to it.
Individuals under 18 may attend Group Screenings. Partner and each Host Site will obtain permission from a parent or legal guardian before a minor participates, which may be satisfied through the Partner's or Host Site's existing program registration, permission slip, activity consent, enrollment, or membership process. Anywhere Active does not require a separate Anywhere Active form for this purpose.
Where a Group Screening is conducted for minors, including at a school, camp, after-school program, or a family format, Partner or the Host Site will ensure that a responsible adult is present in the room throughout the session. That adult must be a person whom Partner or the Host Site has authorized to supervise minors under its own policies, including any screening or background check it applies to staff and volunteers who work with minors. Anywhere Active does not impose a separate screening requirement and does not review or receive the results of any screening.
A school may act as a Host Site and may conduct Group Screenings for its students. Where a school conducts a Group Screening, the school accesses the Anywhere Active Services and the students do not, so no student personal information is collected by Anywhere Active. A school will not direct or permit students to register individually for Classes, and Anywhere Active does not collect student names, email addresses, or other personal information.
Registration for a Class must be completed by an individual 18 years of age or older. An adult may register and participate together with a minor. Individuals under 13 should use the Anywhere Active Services only together with a parent, guardian, or other responsible adult.
Partner will use the Anywhere Active Services solely for its own organizational purposes and to provide access to Authorized Users, Host Sites, and In-Person Participants as expressly permitted by Sections 3, 4, and 6.
Partner will not, and will not permit any affiliate, Host Site, Authorized User, or third party to: (a) sell, rent, lease, license, sublicense, assign, distribute, or transfer the Anywhere Active Services or the Content; (b) display Third-Party Content to any group at any physical location; (c) modify, alter, or create derivative works of the Content, or decipher, decompile, disassemble, reverse engineer, or attempt to discover any source code, algorithm, file format, or interoperability interface underlying the Anywhere Active Services; (d) make any copy of the Content, including any recording, download, or screen capture, except through a function Anywhere Active expressly provides; (e) remove or alter any proprietary notice, credit, watermark, branding, or designation appearing in or on the Content; (f) circumvent or attempt to circumvent any access control, geographic restriction, or usage limit; or (g) use the Anywhere Active Services in violation of any applicable law or in a manner that infringes the rights of any third party.
Partner is responsible for all activity that occurs under its account and its administrator accounts.
Anywhere Active owns all right, title, and interest in and to the Anywhere Active Services and the Anywhere Active Content, including all recordings of Classes, all platform software, and all intellectual property rights and all improvements, modifications, enhancements, and refinements thereto. Except as expressly granted in Section 3, all rights are reserved.
Anywhere Active retains all right, title, and interest in and to any data provided to Anywhere Active by Partner or by Partner's employees, patrons, members, students, residents, or end users in connection with the Anywhere Active Services ("Customer Data"). Anywhere Active will not sell, rent, or trade Customer Data. Anywhere Active may use Customer Data to operate, support, and improve the Anywhere Active Services, to communicate with Authorized Users about programming, and to produce aggregate, de-identified reporting and benchmarking.
Most individuals who view Content do so without registering and without holding an account. For those individuals, Anywhere Active collects no name or email address, and Customer Data consists of technical and engagement information such as session data, internet protocol address, and Class view events.
Where an individual registers for a live Class, or where Partner enables a setting requiring registration for a Class, Anywhere Active collects that individual's name and email address for the purpose of providing reminders and calendar information. Partner will have access to the names, email addresses, and registration information of individuals who register through Partner's Instance, including registration history over time. Partner is responsible for its own handling of that information once received, including compliance with any confidentiality obligation applicable to Partner.
Partner may configure its Instance to require registration for recorded Classes and may add fields to the registration form, such as a library card number, a branch or location. Where Partner adds a field, Anywhere Active collects that information on Partner’s behalf, makes it available to Partner, and does not use it for any purpose of its own beyond operating the Anywhere Active Services. Partner is responsible for the lawfulness of any field it adds and for any additional notice or consent its own law requires.
Live Class chat content is retained only for a short period following the Class.
Where applicable law gives Partner or an individual rights in Customer Data that cannot be assigned or waived, including state library records confidentiality statutes and state or federal student privacy laws, those rights control and Anywhere Active does not claim ownership to that extent. In those circumstances Anywhere Active handles the affected data on Partner's behalf. Anywhere Active will notify Partner of any legal demand for Customer Data unless prohibited from doing so, so that Partner may assert any protection available to it.
Anywhere Active maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and the size and complexity of Anywhere Active's operations. If Anywhere Active becomes aware of a security incident resulting in unauthorized access to or acquisition of Customer Data, Anywhere Active will notify Partner without unreasonable delay, provide the information reasonably available about the incident, and cooperate with Partner in responding, including with respect to any notification Partner is required to give.
Anywhere Active may compile and share aggregate, de-identified information about participation and engagement across all Anywhere Active clients to support benchmarking and program improvement. Such information will not identify any individual.
Any content Partner posts to the Anywhere Active Services must comply with United States copyright law. Anywhere Active does not pre-screen such content but may refuse or remove any content in its sole discretion.
(i) Fees are as set forth in the MOU. Anywhere Active may amend fees on thirty (30) days' prior written notice, provided that no amended fee takes effect before the beginning of the next subscription or access period.
(ii) Partner is responsible for any sales, use, value-added, or similar taxes assessed with respect to the Anywhere Active Services, other than taxes on Anywhere Active's income.
(iii) Anywhere Active may suspend or terminate access if Partner has not paid amounts due by the payment due date, or for any other material breach, on notice to Partner. Partner remains responsible for amounts outstanding as of termination and for reasonable attorneys' fees and court costs incurred by Anywhere Active to collect unpaid amounts.
The Agreement remains in effect for the term specified in the MOU and renews as provided there.
Either party may terminate the Agreement for convenience, effective at the end of the then-current term, on at least thirty (30) days' prior written notice. Termination for convenience by Partner does not relieve Partner of its obligation to pay the full contract value for the then-current term, as provided in the MOU.
Either party may terminate the Agreement for the other party's material breach on thirty (30) days' prior written notice if the breach is not cured within that period. Anywhere Active may suspend access immediately, and terminate on notice without a cure period, where Partner's or a Host Site's conduct involves unauthorized copying, redistribution, or rebroadcast of the Content, a Group Screening of Third-Party Content, a charge for access in violation of Section 8, or use that creates a material risk of harm to participants or to Anywhere Active's rights.
On expiration or termination, the license granted in Section 3 terminates immediately, and Partner will, and will ensure that each Host Site will: (a) cease all Group Screenings; (b) cease all access to the Content; (c) remove the Content from any display, playback system, microsite, or other system under its control; (d) withdraw any pending announcement, calendar listing, or registration page for a scheduled Group Screening; and (e) cease all use of Anywhere Active names, marks, and logos. No public performance right survives termination.
Any provision that contemplates performance or observance after termination survives, including Sections 3.4, 4, 8, 10, 11, 13.4, 14, 16, 17, 18, and 19.
Anywhere Active represents and warrants that: (a) it has full authority to enter into the Agreement; and (b) it holds the rights necessary to grant the license in Section 3 with respect to Anywhere Active Content, including the right to authorize Group Screenings of Anywhere Active Content at Partner Locations and at Host Sites, and, as stated in Section 3.2, Anywhere Active Content as supplied by Anywhere Active and used in accordance with these Terms does not require Partner or any Host Site to obtain any additional license from any instructor, music rights holder, or performance rights organization.
Anywhere Active makes no representation or warranty of any kind with respect to Third-Party Content.
Partner represents and warrants that: (a) it has full authority to enter into the Agreement; (b) it will use the Anywhere Active Services only for lawful purposes and will not violate any applicable law or the intellectual property rights of any third party; (c) each Host Site to which it makes Anywhere Active available is located within the Service Area; and (d) it will comply with, and will inform each Host Site of, Sections 3, 4, 5, 6, 7, 8, 9, and 10.
If a third party claims that Anywhere Active Content infringes its rights, Anywhere Active will, at its option and expense, procure the right for Partner to continue using the affected Content, modify or replace the affected Content so that it is non-infringing, or withdraw the affected Content. Withdrawal of Content under this Section is a change to the content library under Section 4.6 and does not give rise to any refund or credit. This is Partner's exclusive remedy for any such claim.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ANYWHERE ACTIVE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ANYWHERE ACTIVE DOES NOT WARRANT THAT ANY PARTICULAR CLASS, FORMAT, OR INSTRUCTOR WILL BE SUITABLE FOR ANY PARTICULAR PARTICIPANT, AND MAKES NO REPRESENTATION OR GUARANTEE REGARDING FITNESS RESULTS OR HEALTH OUTCOMES.
Anywhere Active provides virtual content. It has no presence at, control over, or ability to inspect or supervise any Partner Location, Host Site facility, or other physical location at which the Content is shown. Anywhere Active is not liable for any incident, injury, illness, death, property damage, or loss arising from the condition of any physical location, the conduct of any Group Screening, the acts or omissions of Partner or Host Site staff or volunteers, or the failure of Partner or a Host Site to comply with Sections 5, 6, 7, or 9. These exclusions apply regardless of where a Class is accessed, including a participant's home, a Partner Location, or a Host Site facility.
Partner represents that it maintains general liability coverage, or is covered by a governmental or municipal self-insurance program or risk pool, appropriate for the programming it conducts at its facilities. Anywhere Active does not require specific limits and does not collect certificates of insurance.
Anywhere Active maintains commercial general liability, media liability including coverage for intellectual property infringement, professional liability, cyber and privacy coverage, and separate sexual misconduct and molestation liability coverage, in each case appropriate to its operations, and will provide a certificate of insurance on reasonable request.
Partner will defend, indemnify, and hold harmless Anywhere Active, its affiliates, and their respective directors, officers, members, managers, employees, agents, instructors, and representatives from and against any third-party claim, suit, or proceeding, and any resulting damages, judgments, liabilities, settlements, costs, and expenses including reasonable attorneys' fees, arising from: (a) Partner's material breach of the Agreement; (b) Partner's unauthorized use or misuse of the Anywhere Active Services or the Content, including any use outside the scope of Section 3, any Group Screening of Third-Party Content, or any violation of Section 8 or Section 10; (c) any bodily injury, death, illness, or property damage arising from the condition of a Partner Location or from Partner's conduct of a Group Screening, including the acts or omissions of Partner's staff and volunteers; (d) Partner making Anywhere Active available to any Host Site outside the Service Area; or (e) any unauthorized combination of the Anywhere Active Services with hardware, software, products, data, or materials not provided by Anywhere Active.
Where Partner is a governmental entity, public library, school district, or other public body that is prohibited by applicable law from providing the indemnity in Section 16.1, that indemnity applies to the fullest extent permitted by applicable law. To the extent it is not permitted, Partner instead accepts the allocation of responsibility set forth in Sections 5, 6, 7, and 14.5, and will not assert any claim against Anywhere Active arising from the condition of a Partner Location or the conduct of a Group Screening at a Partner Location. Partner's inability to indemnify by operation of law is not a breach of the Agreement.
Partner is not required to indemnify Anywhere Active for the condition of a Host Site's facility or a Host Site's conduct of a Group Screening at that facility.
The indemnified party will promptly notify the indemnifying party of any claim, tender control of the defense and settlement to the indemnifying party, and reasonably cooperate at the indemnifying party's expense. No settlement that admits liability or imposes an obligation on the indemnified party may be made without that party's prior written consent, which will not be unreasonably withheld.
Anywhere Active's aggregate liability for all claims arising out of the Agreement, whether in contract, tort, or otherwise, including claims for indemnification of third-party damages, will not exceed the amount of fees paid by Partner to Anywhere Active under the Agreement during the twelve (12) months preceding the date on which the claim arose.
To the maximum extent permitted by applicable law, in no event will Anywhere Active be liable for any loss of business profits, business interruption, loss of data, or any special, indirect, exemplary, incidental, or consequential damages arising from or relating to the Agreement or the use of the Anywhere Active Services, however caused and regardless of the theory of liability.
The limitations in this Section do not apply to: (a) Partner's payment obligations; (b) Partner's indemnification obligations under Section 16; (c) either party's gross negligence or willful misconduct; (d) Partner's breach of Section 3.4, Section 4, Section 8, or Section 10; or (e) either party's breach of Section 18.
The disclaimers and limitations in Sections 14 and 17 apply for the benefit of Anywhere Active, its affiliates, and its instructors, each of whom may rely on them.
Information that a receiving party knows or has reason to know is confidential, whether because it is marked or identified as confidential or proprietary, has commercial value, or is not generally known in the relevant trade or industry, is "Confidential Information" of the disclosing party and remains the property of the disclosing party. Confidential Information includes data, ideas, materials, specifications, procedures, schedules, software, technical processes, source code, product designs, unpublished financial information, product and business plans, usage rates, projections, and marketing data. For the avoidance of doubt, Customer Data is Confidential Information of Anywhere Active, subject to Section 11.3. This Section does not restrict Partner’s use of registration information made available to Partner under Section 11.2, which Partner may use for its own programming, reporting, and communications with the individuals concerned.
Each party will not disclose, use, modify, copy, reproduce, or divulge the other's Confidential Information to any third party without the disclosing party's prior written approval, except that a receiving party may disclose Confidential Information to the extent required by applicable law, or to its directors, officers, or employees who need to know it to perform under the Agreement and who are subject to substantially similar confidentiality obligations.
These obligations do not apply to information that is (i) lawfully known to the receiving party before disclosure; (ii) independently developed without access to the disclosing party's Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from a third party. A party does not breach the Agreement by disclosing Confidential Information as required by a governmental authority or by applicable public records law, provided that, where legally practicable, it notifies the disclosing party before making the disclosure.
The parties will first attempt in good faith to resolve any dispute informally through direct discussion for thirty (30) days.
The Agreement is governed by the laws of the State of Maryland, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Montgomery County, Maryland. Each party waives any right to a trial by jury in any action arising out of the Agreement.
Anywhere Active is not liable for any dispute between Partner and an Authorized User, an In-Person Participant, or a Host Site.
Anywhere Active reserves the right to use library and organization names and logos on our website and promotional materials. This may include postings on the Anywhere Active platform, materials distributed for marketing purposes, and listings of partner names or logos on promotional materials. Anywhere Active may ask a library or organization's permission to use its name or logo in promotions, but this is not a requirement for such use. A library or organization may contact Anywhere Active to express how it prefers its information to be used, and Anywhere Active will make reasonable efforts to honor such requests but is in no way bound to do so.
Anywhere Active grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Anywhere Active name and logo during the Term solely to promote the availability of Anywhere Active programming, in accordance with any brand guidelines Anywhere Active provides. Partner may extend the same limited use to Host Sites for the purpose of announcing Group Screenings. This license terminates as provided in Section 13.4.
Except where otherwise provided, Anywhere Active will send notice to the contact person listed on the business account by electronic mail. Electronic mail is considered received unless a server error is returned. Partner is responsible for keeping that address current. Partner may send notice to Anywhere Active through the contact form on the Anywhere Active website.
The Agreement may be assigned only by mutual agreement, except that either party may assign it as part of a sale of its business or substantially all of its assets, in which case the obligations continue with the new owner and the remaining party.
The Agreement is solely for the benefit of the parties and their successors and permitted assigns. Host Sites, Authorized Users, and In-Person Participants are not third-party beneficiaries and acquire no rights or remedies under the Agreement. This Section does not limit the last paragraph of Section 17.
These Terms are published on the Anywhere Active website and Anywhere Active may update them from time to time. Updated Terms take effect when posted and apply to Partner's continued use of the Anywhere Active Services. Where an MOU incorporates these Terms by reference, it incorporates them as updated. Anywhere Active will not apply an update that materially reduces the scope of the license in Section 3, or that increases fees, before the beginning of Partner's next renewal term. A party's failure to exercise or enforce any right is not a waiver of subsequent breaches, and the waiver of any breach is not a waiver of subsequent breaches.
If any provision is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
If either party is prevented from performing due to any cause beyond its reasonable control, including an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, pandemic, public health order, acts or omissions of carriers, transmitters, or providers, or acts of vandals or hackers, the time for performance will be extended for the period of the delay, except that Partner is not excused from paying sums that became due before the force majeure event.
The Agreement does not create a partnership, joint venture, or agency relationship. Neither party may bind the other or incur obligations on the other's behalf without prior written consent. Anywhere Active instructors are independent contractors of Anywhere Active and are not employees or agents of Partner or of any Host Site.
Each party will comply with all applicable laws, regulations, and ordinances relating to its performance under the Agreement.
The Agreement, consisting of the MOU, these Terms, and any exhibit, addendum, or attachment, is the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, representations, and statements on that subject matter. In the event of a conflict, the order of precedence in Section 1 controls.