Terms of Use

These Terms of Use (these “Terms”) control your access to and use of the TRUE Fitness application and all forms of information hosted thereunder, including text, pictures, animation, video and sound recording, software programs, and any other content that may now or shall hereinafter be present thereon (the “Licensed Application”), and binds you, your heirs, devisees, beneficiaries, executors, successors and assigns (“you”) and shall inure to the benefit of TRUE Fitness Technology, Inc., a Missouri corporation (“TRUE Fitness”) and its successors and assigns. If you do not consent to these Terms, you should not utilize the Licensed Application in any manner whatsoever.

License to Use

The Licensed Application is licensed, not sold, to you for use only under these Terms. TRUE Fitness reserves all rights with respect to the Licensed Application not expressly granted to you.

a. Scope of License: The license granted to you for the Licensed Application by TRUE Fitness (the “License”) is limited to a non-transferable license to use the Licensed Application on any compatible mobile device that you own or control. This license does not allow you to use the Licensed Application on any compatible mobile device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the TRUE Fitness and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of this License will govern any upgrades provided by TRUE Fitness that replace and/or supplement the Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

b. Consent to Use of Data: You agree that TRUE Fitness may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Licensed Application. TRUE Fitness reserves the right to anonymously track and report your activity inside of the Licensed Application, and TRUE Fitness may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

c. Termination. This License is effective until terminated by you or TRUE Fitness. Your rights under this License will terminate automatically without notice from the TRUE Fitness if you fail to comply with any term(s) of this License or the Terms. Upon termination of the License, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

Access

You may access and use the Licensed Application solely to view information about the products and services offered by TRUE Fitness for your personal, informational, and noncommercial use or as otherwise expressly authorized by TRUE Fitness. You agree not to access or use the Licensed Application for any other purpose including, without limitation, any purpose that is prohibited by these Terms or that is otherwise unlawful. You further agree to comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the Licensed Application. TRUE Fitness may, in its sole discretion, terminate or suspend your access to, and/or use of, the Licensed Application, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that (a) if your authorization to access the Licensed Application is terminated, you will not thereafter access, or attempt to access, the Licensed Application, directly or indirectly, and (b) if your authorization to access the Licensed Application is suspended, you will not thereafter access, or attempt to access, the Site, directly or indirectly, until your suspension is removed and we give you express notice thereof.

You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

Services

The Licensed Application may enable access to TRUE Fitness’s and third party services, HTML, scripts, graphics, images, video and audio, databases or other media assets, websites, content, or other files (collectively and individually, “Services”). Use of the Services may require Internet access and that you accept additional terms of service. Any and all such Services are provided solely as a convenience to you. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that TRUE Fitness is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. Neither TRUE Fitness, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services. In addition, Services that may be accessed from, displayed on or linked to from your mobile device are not available in all languages or in all countries. TRUE Fitness makes no representation that such Services are appropriate or available for use in any particular location. To the extent you choose to access such Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. TRUE Fitness, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will TRUE Fitness be liable for the removal of or disabling of access to any such Services. TRUE Fitness may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

Third Party Services

TRUE Fitness has not reviewed any Services not hosted or operated by TRUE Fitness (each, a “Third Party Service”) and does not control and is not responsible for any Third Party Services or their content. Notwithstanding any content on the Licensed Application indicative of the contrary, TRUE Fitness makes no endorsement of or representation about any Third Party Service, or any information, software, or other products or materials found there, or any results that may be obtained from using them. You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree that if you decide to access any Third Party Service linked to in the Licensed Application, you do so entirely at your own risk. TRUE Fitness assumes no responsibility for the privacy, terms of use or other policies of any Third Party Service. TRUE Fitness recommends that you review any Third Party Service’s privacy policies before submitting any information. TRUE Fitness assumes no responsibility and shall not be liable for any damage to or viruses that may infect your computer equipment or other property, or for any loss or corruption of data resulting from any Third Party Service navigated to or accessed from links hosted on or contained in the Licensed Application. TRUE Fitness does not guarantee that you will receive an alert when you leave the Licensed Application, and it is your responsibility to determine when you have left the Licensed Application.

Password

If you are issued a username and password, you may not authorize any third party to access and/or use your username, password, or account on your behalf. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. You agree not to provide your username, password, or account information to any third party. You agree to notify us immediately of any suspicious or unauthorized use of your username, password, or account. If you fail to comply with the foregoing obligations, you will be held fully responsible for all activities conducted using your username, password, or account.

Electronic Communications

When you use the Licensed Application or send e-mails or other data to TRUE Fitness, you are communicating with TRUE Fitness electronically. In so doing, you consent to receive communications from TRUE Fitness electronically, whether by e-mail or within the Licensed Application. By accessing the Licensed Application and/or utilizing any of its features, you thereby agree and acknowledge that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.

Risk; Limitation of Liability

Your use of the Licensed Application is at your own risk. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TRUE FITNESS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TRUE FITNESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, YOU EXPRESSLY UNDERSTAND AND AGREE THAT (A) USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION, ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION, AND ALL THE CONTENTS THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, (B) TRUE FITNESS, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, ACCURACY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, (C) TRUE FITNESS MAKES NO WARRANTIES ABOUT THE ACCURACY, INTEGRITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE LICENSED APPLICATION or any advice, statement, or other information displayed or distributed through thIS Licensed Application, (D) TRUE FITNESS DOES NOT WARRANT THAT THE LICENSED APPLICATION WILL OPERATE ERROR-FREE OR THAT THE LICENSED APPLICATION OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ITEMS, AND (E) TRUE FITNESS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. IF YOUR USE OF THE LICENSED APPLICATION OR THE CONTENTS THEREOF RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TRUE FITNESS IS NOT RESPONSIBLE FOR THOSE COSTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRUE FITNESS OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY WITH RESPECT TO THE LICENSED APPLICATION OR ANY SERVICES.

TRUE Fitness also assumes no responsibility and shall not be liable for any damage to or viruses that may infect your computer equipment or other property, or for any loss or corruption of data on account of your access to, use of the Licensed Application. In no event shall TRUE Fitness’s total liability to you for all damages, losses and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you to TRUE Fitness, whether or not any such amounts are actually paid, for accessing the Licensed Application or any of the content thereon. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Trademarks / Copyright

The TRUE Fitness name and logo and are trademarks of TRUE Fitness. Nothing contained on the Licensed Application should be construed as granting, by implication or otherwise, any license or right to use any trademark displayed on the Licensed Application without the express written permission of TRUE Fitness. Your misuse of the trademarked name or logo of TRUE Fitness, or any menus, labels, or other content of the Licensed Application, is strictly prohibited. You are also advised that TRUE Fitness will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution. TRUE Fitness reserves all rights pertaining to the Licensed Application.

You should assume that everything you see, read or access on the Licensed Application is copyrighted and owned by TRUE Fitness unless otherwise noted, and may not be used except as provided in these Terms without the express written permission of TRUE Fitness.

All images, designs, icons, logos, photographs and other materials that appear or are accessible on the Licensed Application (“Licensed Application Materials”) are copyrights, trademarks and trade dress and/or other intellectual properties owned, controlled and/or licensed by TRUE Fitness. The use of Licensed Application Materials by you or anyone else authorized by you is prohibited unless specifically permitted by these Terms. In addition to violating these Terms, any unauthorized use of such images may violate, without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms. Unpublished-rights reserved under the copyright laws of the United States.

Sale of TRUE Fitness or its Assets

The information collected through and contained on the Licensed Application (the “Information”) is considered a trade secret of TRUE Fitness. As the owner of the Information, TRUE Fitness may disclose, transfer or sell any Information as an asset of the company in conjunction with due diligence for or completion of a merger, reorganization or sale to a third party of TRUE Fitness or in conjunction with a sale of any portion of TRUE Fitness’s assets. Although such an event is not currently anticipated, changes to these Terms may result from changes in TRUE Fitness’s status.

Acceptance of Terms of Use

In case of any inconsistency between these English language Terms and their translation into another language, this English language document controls.

Governing Law and Jurisdiction

TRUE Fitness operates the Licensed Application within the United States of America, and these Terms are governed by the laws of the United States of America and the State of Missouri, without giving effect to the conflict of law provisions thereof and expressly excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. You agree that any legal action arising from or relating in any way to the Licensed Application will be brought exclusively in the Federal or State courts located in Saint Louis County, Missouri, and you irrevocably agree to submit to the jurisdiction of such courts. Further, you agree to indemnify, defend and hold harmless TRUE Fitness and its agents and affiliates against any claim, liability, expense or damages arising from or relating to your use of the Licensed Application. If any provision of these Terms shall be deemed unlawful, void, or for any other reason unenforceable, then that provision shall be deemed severable from the remainder of these Terms and shall not affect the validity and enforceability of any remaining provisions.

Changes in these Terms

TRUE Fitness reserves the right to change, amend, adjust, add to or delete from these Terms as stated here from time to time, as necessary and without notice. TRUE Fitness advises that you check the Licensed Application frequently to obtain updates, and you expressly agree to be bound by any such updates.

www.truefitness.com