TERMS AND CONDITIONS

These Terms of Service (the “Terms of Service”) govern the use of our websites, including https://www.oxefit.com and associated websites (collectively, the “<>OxeFit Sites”), the OxeFit Web Portal, and OxeFit mobile applications (including Android and iOS (collectively, the “Apps”, and together with the OxeFit Sites, and OxeFit Web Portal, the “OxeFit Platform”) provided by or on behalf of OxeFit, Inc. (“OxeFit”, “we”, “our”, or “us”). These Terms of Service, the App EULA, the Membership Terms (if you become a Member, as defined therein) and our Terms and Conditions of Sale (if you purchased a Product) and any other agreements and policies referenced herein or therein form a binding agreement between you and OxeFit (the “Agreement”). You should review our Privacy Policy, which governs the processing of all personal data collected from you in connection with your use or access of the OxeFit Platform and if applicable, purchase of equipment related to rehabilitation and physical therapy, fitness and strength training sold by OxeFit, (each, a “Product” and collectively, the “Products”). The terms and policies referred to in these Terms of Service are available at https://oxefit.com/terms-policies.

THESE TERMS OF SERVICE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE CAREFULLY READ THIS LEGAL DOCUMENT AND IF YOU HAVE ANY QUESTIONS REGARDING THE AGREEMENT, PLEASE CONTACT US AT OXEFIT.COM/CONTACT.

PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) TO ASSERT OR DEFEND YOUR RIGHTS UNDER THE AGREEMENT. INSTEAD, YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, AND NOT A JUDGE OR JURY, AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE REVIEW THE SECTION “ARBITRATION CLAUSE AND CLASS ACTION WAIVER” FOR DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH US.

By registering as a member or by browsing, visiting, using or otherwise accessing the OxeFit Platform in any way, you (as a “user”) accept and agree to be bound by the Agreement. Capitalized terms not defined in these Terms of Service may be defined in other portions of the Agreement. You must accept these Terms of Service to create an OxeFit account or to access or use the OxeFit Platform. If you do not have an account, you accept these Terms of Service by visiting https://www.oxefit.com/  or accessing or using any part of the OxeFit Platform. If you do not wish to be bound by these Terms of Service, you may not access or use the OxeFit Platform or the Products.

WHO MAY USE the OxeFit Platform?

Age Requirement. You must be at least 18 years old to become a Member (any individual who holds an OxeFit account). You must be at least 18 years old to form a binding contract to purchase an OxeFit membership subscription and become a Membership Holder (as defined in our Membership Terms). The Products and the OxeFit Platform are designed for use by individuals aged 18 and up. To use the Products and use or access the OxeFit Platform, you represent and warrant that you are at least eighteen (18) years old and meet the following criteria:

1. Have been cleared to participate by a medical provider;

2. If you are under the age of 18 or otherwise considered a minor in the jurisdiction that you live in, have permission to participate from your parent or legal guardian who will provide supervision;

3. Abide by all safety information and instructions in the applicable user manual provided on the OxeFit support site located at https://support.oxefit.com/; and

4. Use reasonable care and safety precautions at all times while using any Product or accessing or using the OxeFit Platform, including that you rest, hydrate, and modify any exercise as needed.

We may, in our sole discretion, refuse to offer all or any portion of the OxeFit Platform to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules, and regulations applicable to you. A parent or guardian of a minor is fully responsible for the actions and omissions of their minors’ use or access of the Products and the OxeFit Platform. Access to or use of the OxeFit Platform are revoked where these Terms of Service or the use or access of the OxeFit Platform is prohibited or conflicts with any applicable law, rule or regulation. Further, the OxeFit Platform is offered for your personal use only and is not for commercial use.

OWNERSHIP OF THE OxeFit Platform.

Our ownership of the Apps and your rights to access or use the Apps is governed by the terms of the Mobile Application End User License Agreement (the “App EULA”). Without limiting anything in the App EULA, all right, title, and interest in and to the OxeFit Platform are the property of OxeFit, or its licensors or suppliers, as applicable. The OxeFit Platform is protected by United States and international copyright and trademark laws. The contents of the OxeFit Platform, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the OxeFit Platform (“Materials”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by these Terms of Service or otherwise approved in writing by OxeFit. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Materials or other proprietary information (including images, text, page layout, or form) of OxeFit without our express written consent.

LICENSE TO USE the OxeFit Platform.

License. Your use of the App is further governed by the App EULA. Subject to your compliance with these Terms of Service, and subject to the restrictions set forth below, and solely for so long as we permit you to access and use the OxeFit Platform, OxeFit grants you a limited, non-transferable, non-sublicensable, non-assignable, non-exclusive, revocable license to access and use the OxeFit Platform for your own personal, non-commercial purposes to the extent reasonably necessary to enable you to make use of the Products and the OxeFit Platform. This license includes the right to view certain text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available by OxeFit through the OxeFit Platform (“Content”), provided you do not alter, mask, or remove any copyright, trademark, and other proprietary notices. The foregoing license will remain in effect unless you violate the Terms of Service of this license or if you or OxeFit terminates this license.

Restrictions. Except as expressly permitted in writing by an authorized representative of OxeFit, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the OxeFit Platform, nor will you take any measures to interfere with or damage the OxeFit Platform. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal use of the OxeFit Platform, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by OxeFit in these Terms of Service are reserved.

MEMBERSHIP REQUIREMENTS REGISTRATION.

To enjoy full access to the OxeFit Platform, you must register as a member and enter into a separate subscription agreement for access to our library of live and on-demand classes, which are governed by our Membership Terms. You must provide complete and accurate registration information to OxeFit, complete the Membership process, and notify us if any of your information changes. If you fail to keep your OxeFit account information up to date, we may have to suspend or terminate your Membership and any licenses granted herein.

TERM; TERMINATION; ACCOUNT DELETION.

These Terms of Service begin on the date you first pay for the use of, or access to, any portion of the OxeFit Platform and except as otherwise provided herein, continue as long as you have an OxeFit account with us and/or continue to access or use the OxeFit Platform.

We may, in our sole discretion, suspend, disable, or delete your account, for any lawful reason, including if we establish that you have failed to pay any amounts when due, violated these Terms of Service or that your conduct would tend to damage OxeFit’s reputation or goodwill. If we delete your account, you may not re-register or access or use the OxeFit Platform under any other username or profile. We may block your access to the OxeFit Platform to prevent re-registration. If we suspend, disable, or delete your account for any reason, you must immediately cease access and use of the OxeFit Platform, and your rights (but not your obligations and any other provisions which would typically survive) under these Terms of Service shall simultaneously terminate as well as all licenses granted by OxeFit herein.

OXEFIT’S ENFORCEMENT RIGHTS.

You agree not to do any of the following:

1. Engage in any activity that:

a. infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

b. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

c. is fraudulent, false, misleading, or deceptive;

d. is defamatory, obscene, pornographic, vulgar, or offensive;

e. promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;

f. is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity;

g. exploits minors;

h. promotes illegal or harmful activities or substances;

i. involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;

j. impersonates any person, or misrepresents your identity or affiliation with any person or organization; and

k. gives the impression that they emanate from or are endorsed by us or any other person or entity, if that is not the case.

2. Download and/or install any third-party software and/or application on any Product (excluding assistive technologies that are necessary for your own use of the OxeFit Platform, such as screen-readers) that is not expressly permitted by OxeFit in writing;

3. Use, display, mirror, or frame the OxeFit Platform or any individual element within the OxeFit Platform, OxeFit’s name, any OxeFit trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without OxeFit’s express written consent;

4. Access, tamper with, or use non-public areas of the OxeFit Platform, OxeFit’s computer systems, or the technical delivery systems of OxeFit’s providers;

5. Attempt to probe, scan or test the vulnerability of any OxeFit system or network or breach any security or authentication measures;

6. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by OxeFit or any of OxeFit’s providers or any other third party (including another user) to protect the OxeFit Platform or Content;

7. Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the OxeFit Platform;

8. Attempt to access, scrape or search the OxeFit Platform or Content or download Content from the OxeFit Platform, including through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by OxeFit or other generally available third-party web browsers;

9. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation;

10. Use any meta tags or other hidden text or metadata utilizing an OxeFit trademark, logo URL, or product name without OxeFit’s express written consent;

11. Use the the OxeFit Platform or Content, or any portion thereof, for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service or permitted expressly in writing by OxeFit;

12. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the OxeFit Platform or Content;

13. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the OxeFit Platform or Content to send altered, deceptive, or false source-identifying information;

14. Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the OxeFit Platform;

15. Collect or store any personally identifiable information from the OxeFit Platform from other users of the OxeFit Platform without their express permission;

16. Alter, replicate, store, distribute or create derivatives from the Content available via the OxeFit Platform except as expressly permitted in writing by OxeFit;

17. Copy, use, index, disclose or distribute any information or data obtained from the OxeFit Platform, whether directly or through third parties (such as search engines), without OxeFit’s express written consent;

18. Access, use, or exploit the OxeFit Platform in any manner (other than as expressly permitted by these Terms of Service), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with OxeFit or the OxeFit Platform;

19. Violate any applicable law or regulation; or

20. Encourage or enable any other individual to do any of the foregoing.

GEOGRAPHIC RESTRICTIONS.

The OxeFit Platform is based in the United States and provided for access and use only by persons located in the United States and selected countries. You acknowledge that you may not be able to access all or some of the OxeFit Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. You acknowledge and agree not to access or use the OxeFit Platform if you are located outside of the United States or selected countries.

WAIVER AND ACKNOWLEDGMENT OF ASSUMPTION OF THE RISK.

You understand that physical exercise can be strenuous and subject you to serious injury, including physical, mental or emotional injury, permanent disability, property damage and/or death. As a condition to participating in any OxeFit personal training, use of the Products or access or use of the OxeFit Platform, you acknowledge that you do so voluntarily and entirely at your own risk and assume all risks of injury or death. You, on behalf of yourself, your heirs, executors, administrators, successors and assigns, expressly agree to release and discharge OxeFit, its staff, officers, directors, employees, trainers, agents, representatives, partners, affiliates and instructors from any and all claims, demands, or causes of action, present and future, whether known, unknown, anticipated or unanticipated, and agree to voluntarily give up or waive any right that you may otherwise have to bring a legal action resulting from death, bodily, mental or emotional injury or property damage as a result of participating in any OxeFit personal training and/or use of the Products or access to or use of the OxeFit Platform. YOU EXPRESSLY AND VOLUNTARILY ASSUME THE RISK OF PERSONAL INJURY OR DEATH SUSTAINED WHILE USING OR AS A RESULT OF USING THE PRODUCTS AND/OR ACCESSING OR USING THE OXEFIT PLATFORM OR SERVICES WHETHER OR NOT CAUSED BY NEGLIGENCE OR OTHER FAULT OF ANY ENTITY.

In no event shall OxeFit be liable for any direct, indirect, punitive, incidental, special, or consequential damages to life or property, whatsoever, arising out of or connected to the use, or misuse of OxeFit Products or the OxeFit Platform or services.

To the extent California law applies to this Agreement, under Section 1542 of the Civil Code of the State of California, as well as under any other statutes or common law principles of similar effect to Section 1542, whether now or hereafter existing under the laws of California or any other applicable national or state law with jurisdiction over the parties’ business relationship, you hereby agree and acknowledge that you have been made aware of, and understand, the provisions of the California Civil Code Section 1542 (“Section 1542”), which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You hereby expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and any other state or federal statute or common law principle limiting the scope of a general release.

LINKS TO OTHER SITES.

OxeFit makes no representations whatsoever about any other website that you may access through the OxeFit Platform. When you access a non-OxeFit website, please understand that it is independent from OxeFit, and that OxeFit has no control over the content on that website. In addition, a link to a non-OxeFit website does not mean that OxeFit endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses, and other items of a destructive nature. If you decide to access any of the third-party websites linked to the OxeFit Platform, you do this entirely at your own risk.

THIRD PARTY CONTENT, SOFTWARE, AND APPLICATIONS.

The OxeFit Platform may include content provided by third-parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, and all responses to questions and other content, other than content provided by OxeFit, are solely the opinions and responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of OxeFit. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by third parties.

SAFETY WARNINGS AND DISCLAIMERS.

the OxeFit Platform OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR MEDICAL PROVIDER BEFORE BEGINNING ANY NEW FITNESS PROGRAM. DO NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR RECOMMENDATIONS OF ANY KIND. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE OXEFIT SITES OR HEARD ON OR ABOUT the OxeFit Platform. THE USE OF INFORMATION PROVIDED THROUGH the OxeFit Platform IS NOT MEDICAL OR HEALTHCARE ADVICE.

NOTHING STATED OR POSTED ON ANY OF the OxeFit Platform OR AVAILABLE THROUGH ANY OF the OxeFit Platform IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL CARE. the OxeFit Platform IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, OXEFIT MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESSED, AS TO THE ACCURACY, COMPLETENESS OR APPROPRIATENESS WITH REGARD TO the OxeFit Platform. OXEFIT DOES NOT WARRANT THAT ACCESS TO OR USE OF the OxeFit Platform WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN the OxeFit Platform WILL BE CORRECTED. the OxeFit Platform, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR ACCESS AND USE OF the OxeFit Platform, RELATED SERVICES, AND LINKED WEBSITES. OXEFIT DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.

FURTHER, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE PRESENTED IN the OxeFit Platform. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE OXEFIT PLATFORM WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO RELEVANT MATERIAL.

In becoming an OxeFit user, with the intent of using the Products and/or accessing or using the OxeFit Platform, you affirm that you do not know of any other reason you should not exercise, you have consulted a physician or medical provider who approved your use of the Products and the OxeFit Platform; and you do not have any other medical conditions prohibiting your use of the Products or the OxeFit Platform. OxeFit reserves the right to (but shall have no obligation to) refuse or cancel your Membership or otherwise suspend or terminate your use of and access to the OxeFit Platform if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect; provided for the sake of clarity in no way are we responsible for monitoring, identifying or notifying you or others regarding, any health-related information or data that might be obtained through your access or use of the OxeFit Platform.

Information about You and Your Use of the OxeFit Platform. All information we collect through your use of the Products or the OxeFit Platform is subject to our Privacy Policy. By accessing and/or using the OxeFit Platform or Products, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Intellectual Property Usage and Reporting Infringement. We respect the intellectual property of others, and we ask our users to do the same. If you believe that the OxeFit Platform contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please go to the Intellectual Property and DMCA Policy for directions on how to report it.

GOVERNING LAW.

The Agreement and your use of the Products and access and/or use of the OxeFit Platform is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Subject to the arbitration provisions set forth herein, any legal suit, action or proceeding arising out of or related to the Agreement or your use of the Products and access and/or use of the OxeFit Platform may only be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city and county of Dallas, Texas, although we retain the right to bring any suit, action, or proceeding against you for breach of the Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ARBITRATION CLAUSE AND CLASS ACTION WAIVER.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. We will try to work in good faith to resolve any issue you have with the OxeFit Platform, if you bring that issue to our attention. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. If for any reason we are unable to resolve a dispute, you agree to submit the dispute to binding arbitration as described in this Section.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO ANY PORTION OF THE AGREEMENT (INCLUDING THESE TERMS OF SERVICE), USE OF THE PRODUCTS and access and/or use of the OxeFit Platform OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND OXEFIT, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT OXEFIT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THE AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Further, unless both you and OxeFit agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

ARBITRATION PROCEDURES.

The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc., (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures then in effect at the time the arbitration is initiated, and as amended by the Agreement. The Comprehensive Arbitration Rules and Procedures are available online at jamsadr.com/rules-comprehensive-arbitration/. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Dallas, Texas. The arbitrator's decision will follow the Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of the Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in the Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

If this agreement to arbitrate is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of the Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Dallas, Texas.

LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW (A) IN NO EVENT SHALL OXEFIT AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM ANY LOSS IN PROFITS, GOODWILL, ECONOMIC OR PURE ECONOMIC LOSSES, USE OF THE PRODUCTS and access and/or use of the OxeFit Platform, LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, INABILITY TO USE THE PRODUCTS and access and/or use of the OxeFit Platform OR CONTENT OR OTHER INTANGIBLE LOSSES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE; AND (B) OXEFIT'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS IN ANY WAY CONNECTED TO THE PRODUCTS and access and/or use of the OxeFit Platform, THESE T&CS, OR OTHERWISE THIS AGREEMENT, IN THE AGGREGATE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO OXEFIT OVER THE TWELVE (12) MONTHS PRECEDING THE DATE YOUR FIRST CLAIM(S) AROSE.

If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above exclusion or limitation for consequential or incidental damages does not apply to you. To the extent that one or any aspect of OxeFit's limitations set out above does not apply, all remaining aspects survive. The above exclusions and limitations of damages set forth are fundamental elements of the basis within the bargain between OxeFit and you.

INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless OxeFit and its affiliates, and its and their directors, officers, employees, and agents, from and against all direct or indirect claims, damages, losses, and costs that arise from or relate to (i) your or a third party's access or use of the OxeFit Platform in violation of the Agreement or in manner contrary to any warnings, labels, or notices displayed on or with the Products, the OxeFit Platform, or any related documentation; (ii) your failure to pay all applicable charges and taxes in connection with a purchase of any Products, OxeFit Service, Membership or otherwise, (iii) your access or use of the OxeFit Platform in a manner contrary to applicable law, (iv) your violation of the Agreement; (v) all access or use of the OxeFit Platform or Products through your account; (vi) any User Content submitted by you or on your behalf; or (vii) your negligence or willful misconduct.

EXPORT RESTRICTIONS.

You acknowledge that the OxeFit Platform, which includes software and other technology, is subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the Products or the OxeFit Platform are developed, manufactured, provided, and/or received. By accessing or using the OxeFit Platform or the Products, you agree to abide by the applicable laws, rules, and regulations – including the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, any software or services or technology to a foreign national or a foreign destination in violation of the law.

FORCE MAJEURE.

Neither OxeFit nor you shall be liable for any failure, interruption or delay in the access and use of the OxeFit Platform or the Products (other than for delay in the payment of money due and payable in accordance with the Agreement) for causes beyond such party's reasonable control and not directly caused by such party's fault, or negligence, including, but not limited to, “acts of God”, acts of government, pandemic, epidemic, flood, fire, civil unrest, acts of terror, strikes, failures of our service providers, failures of public utilities (including the internet), or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing party is without direct fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means.

INTERPRETATION; SEVERABILITY; WAIVER.

Interpretation. In these Terms of Service, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

Severability. If any provision of these Terms of Service is found unenforceable, then that provision will be severed from these Terms of Service and not affect the validity and enforceability of any remaining provisions.

Waiver. If we delay exercising or fail to exercise or enforce any right available to us under these Terms of Service, such delay or failure does not constitute a waiver of that right or any other rights under these Terms of Service.

CHANGES TO THESE TERMS OF SERVICE.

We may update these Terms of Service at any time at our sole discretion. If we do so, we will let you know by, at a minimum, posting the updated Terms of Service (as indicated by a revised “Last Updated” date at the top of this page) on the applicable portion of the OxeFit Platform. Modifications will be effective on the date that they are posted to the OxeFit Platform. It is important that you review the Terms of Service whenever we update them before you access or use the OxeFit Platform. If you continue to access or use the OxeFit Platform after we have posted updated Terms of Service, you agree to be bound by the updated Terms of Service. If you don’t agree to be bound by the updated Terms of Service, then, you may not access or use the OxeFit Platform anymore. Because the OxeFit Platform is evolving over time, we may change or discontinue all or any part of the OxeFit Platform, at any time and without notice, at our sole discretion.

ENTIRE AGREEMENT.

The Agreement and the other agreements and documents referenced herein set forth the entire agreement between you and OxeFit with respect to the Products and access and/or use of the OxeFit Platform. If any provision of the Agreement or the application of a provision is for any reason or in any event found to be invalid or unenforceable, then the remainder of the Agreement (and the remainder of the provision, to the extent possible) will remain in full force and effect and be interpreted so as best to reasonably effect the intent of the parties.

YOUR COMMENTS AND CONCERNS.

To ask a question or to comment about the OxeFit Platform, please contact us at:

https://www.oxefit.com/contact or:

OxeFit, Inc.
2800 N. Dallas Parkway,
Suite #340 Plano,
TX 75093 USA

This End User License Agreement ("App EULA") is a binding agreement between you ("End User" or "you") and OxeFit, Inc., a Delaware corporation ("OxeFit”, “we”, “our” or “us"). This Agreement governs your use of the OxeFit mobile application available for download on the Apple platform (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY SELECTING AGREE OR DOWNLOADING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS APP EULA; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS APP EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

1. License Grant. Subject to the terms of this App EULA, OxeFit grants you a limited, non-exclusive, and non-transferable license to:

(a)  download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and

(b) access, stream, download, and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this App EULA and the Terms of Service applicable to such Content and Services as set forth in Section 5.

2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not:

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

(f) use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;

(g) use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this App EULA, without our prior written consent;

(h) frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;

(i) use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or

(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this App EULA. OxeFit and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this App EULA.

4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, we may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

5. Content and Services. The Application may provide you with access to Company's website located at www.oxefit.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by our Terms of Service and Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Service and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality. Any violation of such Terms of Service will also be deemed a violation of this Agreement.

6. Geographic Restrictions. The Content and Services are based in the states of Texas and Florida in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

7. Updates. We may from time to time in our sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this App EULA.

8. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that weare not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

9. Term and Termination.

(a) The term of this App EULA commences when you download the Application and will continue in effect until terminated by you or us as set forth in this Section 9.

(b) You may terminate this App EULA by deleting the Application and all copies thereof from your Mobile Device.

(c) We may terminate this App EULA at any time without notice, which we may do in our sole discretion. In addition, this App EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this App EULA, including a violation of the Terms of Service.

(d) Upon termination:

(i) all rights granted to you under this App EULA will also terminate; and

(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

(e) Termination will not limit any of our rights or remedies at law or in equity.

10. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OXEFIT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF THE COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OXEFIT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OXEFIT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR OXEFIT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification. You agree to indemnify, defend, and hold harmless OxeFit and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this App EULA, including but not limited to the content you submit or make available through this Application.

13. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

14. US Government Rights. The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

15. Severability. If any provision of this App EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this App EULA will continue in full force and effect.

16. Governing Law. This App EULA is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Dallas, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. Arbitration.

(a) ALL DISPUTES ARISING OUT OF OR RELATED TO ANY PORTION OF THE APP EULA, USE OF THE APPLICATION OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND OXEFIT, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT OXEFIT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

(b) YOU AGREE THAT ANY ARBITRATION UNDER THE AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. FURTHER, UNLESS BOTH YOU AND OXEFIT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE ANOTHER PERSON'S OR ENTITY’S CLAIMS WITH YOUR CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.

(c) The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc., (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures as they exist on the effective date of this App EULA, and as amended. The Comprehensive Arbitration Rules and Procedures are available online at jamsadr.com/rules-comprehensive-arbitration/. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Dallas, Texas. The arbitrator's decision will follow this App EULA and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this App EULA, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this App EULA will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

(d) If this agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this App EULA shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Dallas, Texas.

18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS APP EULA OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19. Entire Agreement. This App EULA and all OxeFit documents expressly referenced herein, constitute the entire agreement between you and OxeFit with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

20. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this App EULA and any applicable purchase or other terms, the terms of this App EULA shall govern.

This limited warranty (the “Limited Warranty”) is provided by OxeFit, Inc. (“OxeFit”, “we”, “our” or “us”) to you, a customer that is the original purchaser of fitness training products or training equipment accessories (“Products”) from us or an OxeFit-authorized partner. This Limited Warranty is neither transferable nor assignable without our expressed written consent.  This Limited Warranty covers certain defects in parts, components and workmanship for the Products and is subject to certain limitations and exclusions, as described further herein. The Limited Warranty gives you specific rights, and you may also have other rights, which vary by jurisdiction. Please note that we reserve the right to change this Limited Warranty at any time.

WHAT DOES THIS LIMITED WARRANTY COVER?

                This Limited Warranty covers defects in materials and workmanship that appear under normal use and maintenance in the Products discovered and reported to us during the time periods described below (each a “Warranty Period”).  We warrant that the Products and original parts are free of defects in materials and workmanship and will, under normal and intended use, function substantially in accordance with our Product documentation and specifications.  Proof of Product purchase is required as a condition of coverage under this Limited Warranty. 

WHAT IS NOT COVERED BY THIS LIMITED WARRANTY?

                This Limited Warranty does not cover the following:

• Commercial use of the Products;
• Software, even if sold or embedded in the Products (except as required by applicable law);
• Internet connectivity;
• Data loss and any costs of data recovery, removal or installation. We do not warrant that we will be able to repair or replace the Product under this Limited Warranty without data loss;
• Damage or loss due to our termination or suspension of your account;
• Damage to your property, home, walls or floor or equipment failure due to unauthorized installation or repair;
• Transportation or storage of any kind after installation;
• Defects or malfunctions due to your failure to follow Product instructions (including safety instructions) or to perform preventative maintenance;
• Modifications, unauthorized repair, or external causes such as accidents, abuse, environmental damage, or other actions or events beyond our reasonable control;
• Labor for Products located outside the 48 continental United States or other jurisdictions expressly approved in writing by OxeFit (our “Permitted Jurisdictions”);
• Damage or equipment failure due to unauthorized installation, relocation, repair, improper or negligent assembly of the Products or any accessories, or maintenance (other than in a case that it is caused by our authorized service technician or at our direction);
• Normal wear and tear; or
• Products that have been resold or stolen or that we reasonably believe to have been resold or stolen or otherwise not purchased from us or our authorized partner.

WHAT IS THE WARRANTY PERIOD?

The Warranty Period begins on the date of original delivery and lasts for the time period for each of the components as outlined below.

If you are having issues with your Product, please contact our support organization as described below for assistance.  If you have a defect that is covered by this Limited Warranty, we will repair or replace the covered item at our sole discretion.  We reserve the right to substitute material of equal quality if identical replacement materials are not available at the time of service under this Limited Warranty and any replacement may be with new or remanufactured items.

HOW DO YOU OBTAIN LIMITED WARRANTY SERVICE?

Contact the OxeFit Support team at https://www.oxefit.com/contact or at support@oxefit.com to report any Product nonconformity or defect to submit a claim under this Limited Warranty.  You will be asked to provide us with the serial number of your Product and the dated receipt or other proof of purchase or delivery.  Our support team will contact you to attempt to resolve your issue.

WHAT LAWS AND OTHER LIMITATIONS APPLY?

This Limited Warranty and your use of the Products is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.

This is the only express warranty to consumers that we offer on our products. ANY IMPLIED WARRANTIES BY OXEFIT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THIS EXPRESS WARRANTY. Some jurisdictions do not allow the exclusion of express warranties and/or limitations on how long an implied warranty lasts, so the above exclusion and/or limitation may not apply to you.

THE REMEDY DESCRIBED ABOVE IS THE ONLY ONE THAT WE WILL PROVIDE, EITHER UNDER THIS WARRANTY OR UNDER ANY WARRANTY ARISING BY OPERATION OF LAW.  WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM THE BREACH OF THIS WARRANTY OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY, INCLUDING BUT NOT LIMITED TO LOST PROFITS. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion may not apply to you.

These Membership Terms (the “Membership Terms”) govern your membership and access to our library of live and on-demand classes and other content on the OxeFit Platform, unless you have a separate written agreement regarding such access and use.  By purchasing or using a Membership, you agree to the following terms and conditions, which supplement and form a part of the Terms of Service.  We reserve the right to change these Membership Terms at any time. Capitalized terms not defined here have the meaning defined in the Terms of Service.

For purposes of these Membership Terms, any individual that holds an account on the OxeFit Platform is a “Member”, and a subscription to use the content and services defined below is a “Membership”.  A “Membership Holder” is a Member that has joined and paid the applicable fees (the “Membership Fees”), plus any applicable taxes, for a Membership.

MEMBERSHIPS.

Certain content, features, functionalities and other aspects of the OxeFit Platform may only be available through a program for users with a valid Membership. The Membership Fee is in addition to the price of the Product and purchase of an annual Membership is required with the purchase of each Product.  We offer various levels of Memberships, which provide access to specific types or subsets of content, features and functionalities on the OxeFit Platform, each of the levels will have specific Membership Fees.  Subject to payment of the applicable Membership Fees, the following Membership benefits are generally available (subject to any restrictions in the description of the specific Membership) for your use with one of our fitness Products, such as an XS1 or XP1: 

·         The ability to create up to 5 user profiles for the members of one household at one residential address for one OxeFit Product.

·         Access to our library of on-demand and live streaming guided classes and other content.

·         Ability to workout on the go with access to your favorite workout routines on your phone or tablet devices.

·         Ability to create your own custom fitness plan with personalized workouts suited to your fitness goals and to track your progress.

·         Compete and share your workouts alongside celebrities and connect with friends around the world.

·         If you own a Product, you will have access to updates to the software embedded in the Product, if and when we make them generally available.

A Membership Holder may have one or more Memberships.  We reserve the right to restrict the number of users simultaneously streaming or the maximum number of users under a single Membership.

Memberships generally require WiFi or other connectivity.  You are solely responsible for this connectivity in order to utilize the benefits of a Membership.

BILLING, RENEWAL AND MEMBERSHIP FEE TERMS.

Billing.  You may select either a monthly (if offered by us at our sole discretion) or annual term for your Membership and once selected the term cannot be changed unless you choose to do so before the renewal of your current term and the change will only be effective after the expiration of your current term.  You will be billed at the beginning of the Membership cycle at the then-current Membership Fee rates; and, payment provides access for one month (if offered by us) or one year after that, in accordance with the term you selected.

An annual Membership is required to be purchased with the purchase of our fitness training equipment.  If we offer, at our sole discretion, for you to pay the Membership Fee for this initial Membership in monthly installments to your credit or debit card, you acknowledge that the term of such Membership is for the full annual period and you are responsible for the entire fee and applicable taxes and other charges.  Further, if your Membership is suspended during this annual period, you remain responsible for making a total of twelve payments for the Membership Fee or to pay the balance remaining, if you do not reinstate your Membership.

Auto Renewal.   You acknowledge that your Membership has recurring payment requirements and you accept responsibility for all of the payment obligations before cancellation of your Membership. Unless your Membership is changed by your notification to us or cancelled by you (see our Cancellation Policy below) or us before the end of the current applicable term, your Membership will be automatically renewed for the same term as the current term and you will be charged the then-current Membership Fees for your Membership period to the payment method on file.

Membership Fee Changes. Membership Fees are subject to change at any time at our sole discretion. Any Membership Fee change will be effective at the renewal of your current term.  We may notify you of Membership Fee changes via the email address phone number or other contact methods associated with your account or otherwise posted to the OxeFit Platform. It is your responsibility to ensure that your account email address is correct and can receive emails from OxeFit.

ACCOUNT REGISTRATION.

You can register by completing a purchase of an OxeFit Product and following the activation instructions that will be sent to you electronically, or by creating an account on the OxeFit Web Portal, or the OxeFit App, as further described in our Terms of Service.  All information that you provide must be accurate, including your name, address, credit/debit/charge card numbers and expiration dates, and any other payment information. Our use of your information is governed by our Privacy Policy. 

CANCELLATION POLICY.

You may cancel the automatic renewal of your Membership at any time before the expiration of your current Membership term by contacting us at Support@Oxefit.com. If you cancel the automatic renewal, you will have access to your Membership until the last day of your current term and your Membership will not be renewed after that period expires (unless you subsequently renew the Membership). After your Membership ends, under any circumstances, you will not have access to any services or benefits of the Membership, including any updates of software on the Products.  Further, Membership Fees are non-refundable and you will not be eligible for any prorated or other refund. 

SUSPENSION/TERMINATION BY OXEFIT.

We may immediately suspend or terminate your OxeFit account, and all or any portion of your Membership or your access to the OxeFit Platform, without notice, if:

·         your payment becomes overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend your OxeFit account and/or Membership); 

·         you provide false or inaccurate information;

·         you violate these Membership Terms, the Terms of Service or any other OxeFit rules or agreements;

·         you engage in conduct that is in violation of any applicable law (including, copyright or intellectual property laws).

Upon any suspension or termination of your Membership by us, you agree to pay any and all unpaid Membership Fees and applicable charges up to and including the date of termination. If you wish to resume your Membership, you must contact us, whereby we will decide whether to do so, in our sole discretion, and a restoration fee may apply. 

You acknowledge that any cancellation by you or suspension or termination by us will result in your loss of access to any and all services and content included with your Membership on the OxeFit Platform, in the case of

·         your cancellation or non-renewal, at the end of your current Membership period, and

·         suspension or termination by us, immediately upon such suspension or termination.

In either case, we have the right to remove any training and other fitness data stored or associated with your Membership once your Membership ends. 

THIRD-PARTY PAYMENT PROCESSORS.

You agree to pay us through our payment processors or financing partners, as applicable, all applicable fees (including Membership Fees), costs, charges, and taxes at the prices then in effect for such purchases made by or on behalf of you in accordance with the applicable payment terms presented to you when the purchase was made. You agree to make payments using the payment method provided upon setup of your OxeFit account unless you later update such payment method and information. We reserve the right to correct, or to instruct our payment processors or financing partners to correct, any errors or mistakes, regardless of whether your payment has already been requested or received.

RECURRING PAYMENTS.

If you enroll to make recurring payments automatically, all charges and fees (including Membership Fees) will be billed to the credit/debit card you designate during the setup process. If you want to designate a different credit/debit card or if there is a change in your credit/debit card, you must change your information online through your OxeFit account. This may temporarily delay your ability to make online payments while we verify your new payment information.

FINANCED PURCHASES.

You agree to abide by the terms of the applicable financing agreement with our financing partner(s) governing your purchase, which we will provide separately upon request if you finance the purchase of your Membership. OxeFit may treat your failure to abide by the terms of such financing agreement with our financing partner as a material breach of these Membership Terms and the Terms of Service. 

REFUNDS AND BILL INQUIRES

If you believe you have been billed in error for a Membership, please notify us within forty-five (45) days of the billing date by contacting our Member Support Department at 972.265.7130 or emailing support@oxefit.com. OxeFit will not issue refunds or credits after the expiration of this forty-five (45) day period, except where required by applicable law.

 

These terms and conditions govern your participation in our messaging programs (“Messaging Terms”).  When providing your contact information (including but not limited to, phone number and email address), you opt-in to our messaging services and we may send you OxeFit messages.  By opting-into you agree to be bound by these Messaging Terms .

By opting into messages, you agree to receive recurring marketing and informational messages from OxeFit for OxeFit products and services (including reminders about what you may have left in your online shopping cart, if applicable).  Messages may be sent via SMS, Email or OxeFit representative phone calls, to the telephone number or email address you provided when signing up or any other number that you designate.

Message frequency varies, and additional messages may be sent periodically based on your interaction with us. OxeFit reserves the right to alter the frequency of messages sent at any time which may increase or decrease the total number of messages sent. OxeFit also reserves the right to change phone number where messages are sent.

Message and data rates may apply. If you have any questions about your text or data plan, please contact your wireless provider. Your wireless provider is not liable for delayed or undelivered messages.

Your consent to receive marketing messages is not a condition of purchase. Marketing messages may include abandoned shopping cart reminders. OxeFit uses cookies to help track items in your shopping cart, including abandoned shopping cart prior to checkout. This information is then used to determine when to send you a cart reminder message.

CANCELLATION

You may opt-out of the message services at any time by texting "STOP". After you send the SMS message "STOP", we will send you a message to confirm that you have been unsubscribed and no more messages will be sent.

TRANSFER OF NUMBER

You agree that before changing or transferring your mobile number to another individual, you will either reply “STOP” from the original number or notify us of your old number at support@oxefit.com. The duty to inform us based on the above events is a condition of using this service to receive messages.

PRIVACY

If you have any questions about your data or our privacy practices, please visit https://www.oxefit.com/terms-policies to review our Privacy Policy.

MESSAGING TERMS CHANGES

We reserve the right to change or terminate our messaging program at any time. We also reserve the right to update these Messaging Terms at any time. Such changes will be effective immediately upon posting and your continued enrollment following such changes shall constitute your acceptance of such changes