These Terms of Use (this “Agreement”) explain the terms by which paying subscribers (“Users”) may use the Platform, and other online or mobile services we may provide (collectively, the “Service”). Please read this Agreement carefully before using the Service. By accessing or using the Service, you agree that you have read, understood, and agree to be bound by this Agreement, and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service and those that access the mobile apps and/or web online courses our Service creates (collectively, “Users”).
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. HOW WE UPDATE THESE TERMS OF USE
This Agreement is maintained on our website. We reserve the right, in our sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the ‘last updated’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.
2. USE OF OUR SERVICE
a. Eligibility. Because we respect the rights of children and parents, you may use the Service only if you can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Because we respect the User community, the Service is not available to any Users previously removed from the Service.
b. No Transfer of Intellectual Property. The Company’s copyrighted and original materials shall be provided to the Client for Client’s individual use only. Clients shall not be authorized to use any of Company’s intellectual property for the Client’s business purposes. All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of the Company. No license to sell or distribute Company’s materials is granted or implied.
c. Confidentiality. Company has the right to use case studies of Client’s situations and results or Client testimonials in future work but without making reference to Client’s full identity. Clients hereby warrant and allow for the Company to utilize the Client’s likeness and image, including Client’s photographs, progress photos, emails, text messages, social media postings, communications between Company and Client, and testimonials. The purpose of this provision is to further Company’s goodwill, promotion, marketing and client procurement. Clients will always be contacted for approval prior to any case study or testimonial being published in which Client will be identified by full name.
d. Agreement between Company and Client. Client agrees to not withhold any information necessary for Coach to provide the Services or that could prevent the sessions from running fluidly. Client agrees to be open, present and prepared to fully participate in receiving the Services. The Client understands that Coach makes no guarantees as to the outcome of the Services, and Client hereby acknowledges that Coach is not a Doctor, Registered Dietitian, or psychotherapist.
e. Medical Disclaimer. Client is aware that Company does not solve medical issues nor treat disease and is therefore not a replacement for the client’s medical doctor, therapist or physician. If the Client is presently under any form of psychiatric care, psychological therapy, specialized medical supervision or under the influence of any form of medication, the Client is to inform the Company prior to working together.
f. Termination. Company may, at any time and without cause, terminate this agreement, at which time any and all amounts representing Services and other goods and services actually provided by Coach to Client shall immediately become due and payable.
g. Users will pay the recurring subscription fees and other fees set forth in this proposal or in the online fee schedule provided at the time of sign up (“Fees”). All Fees are due when the order is placed.
h. Term and Termination. Billing will be collected according to the payment and subscription plans you signed up for the Services (collectively referred to as “Term” or “Terms”). The obligation to pay the Fees shall apply irrespective of whether you use the Services or not. All amounts are earned when received and are non-refundable. The Agreement will continue for the entirety of the Term and automatically renew for the monthly subscription plan available at the time the Term ends. Either party may terminate this Agreement at any time and for any reason without notice to the other party. If a User terminates this agreement before the end of the current Term, the User will be required to pay the remaining amounts due through the end of the Term and are not be entitled to a refund of any amount. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment obligations due through the end of the Term or which have accrued up to the date of such termination or expiration. The provisions of Sections 5-10 shall survive termination or expiration of this Agreement.
i. Your Service. In order to use the Services, you must register for an account. The registration is free of charge. You must provide accurate and complete information and keep the Account information updated. By connecting to the Service with a third-party service like Facebook, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy.
j. Groups. Users may create or join groups on the Service in order to share articles and other content, and to send messages to other Group members (a “Group”).
k. Your interaction with other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We will have no liability for your interactions with other Users, or for any User’s action or inaction.
3. ACCEPTABLE USE OF THE SERVICE
We provide Users with an amazing platform to discover fitness and health related content, and discuss and share that content with others. To keep the Service running smoothly for all of our Users, you agree that you will use the Service only in a manner consistent with the Acceptable Use Policy below.
You will not participate in any hate speech or bullying. Any report of these actions will be investigated and can be grounds for an immediate termination from the platform.
4. AGREEMENT AND RELEASE OF LIABILITY
a. In consideration of being allowed to participate in the activities and programs offered by “RyzeUP Fitness”, and to use its programs and training, in addition to the payment of any fee or charge, I do hereby waive, release and forever discharge and hold harmless “RyzeUP Fitness” and it’s accountability coaches, officers, agents, and employees from any and all responsibility, liability, cost, and expenses, including injuries or damages, resulting from my participation in any activities, or my use of any programs designed by “RyzeUP Fitness”.
b. I understand and am aware that strength, flexibility, and aerobic exercise, including the use of equipment are potentially hazardous activity. I also understand that fitness activities involve a risk of injury and even death, and that I am voluntarily participating in these activities and using equipment and machinery with knowledge of the dangers involved.
bi. I hereby agree to expressly assume and accept any and all risks of injury or death related to said fitness activities.
c. I do hereby further declare myself to be physically sound and suffering from no condition, impairment, disease, infirmity or other illness that would affect nutrient metabolism or prevent my participation or use of equipment or machinery except as hereinafter stated.
ci. I acknowledge that “RyzeUP Fitness” has recommended that I have a yearly or more frequent physical examination and consultation with my physician as to physical activity, exercise and use of exercise and training equipment so that I might have his/her recommendations concerning these fitness activities and equipment use.
cii. I acknowledge that I have either had a physical examination and been given my physician’s permission to participate, or that I have decided to participate in activity and use of equipment, machinery, and programs designed by “RyzeUP Fitness” without the approval of my physician and do hereby assume all responsibility for my participation and activities, and utilization of equipment and machinery in my activities. In addition, I hereby represent and warrant that I am currently covered by an accident and health insurance policy.
e. Pricing plans. By agreement to this Agreement, you give us the right to review, decide, and moderate pricing plans, including billing period, price and inclusion of free trial period.
5. OUR CONTENT
a. Content. Except for User Content, the Service, and all Intellectual Property Rights including therein and related thereto, are our exclusive property (“Exclusive Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions.
b. To publish and update apps to Google Play and the Apple App Store, it is required we provide proprietary information and files such as, but not limited to, APKs, IPAs, P12s, keystore certificates, push notification certificates, etc. These files and information are a proprietary part of our Service and will not provided to Users.
c. The Author owns or has rights to all intellectual property rights in and to any enhancements in functionality or custom plugins the Author (or Author’s representative) make independent of us through capabilities provided by a registered developer account. In such cases, the Author is solely responsible for all maintenance and support related to such enhancements and plugins, including but not limited to, our updates in Services and Software and iOS and Android updates.
d. Feedback you provide. We value input from our Users, and are always interested in learning of ways we can make the Service better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.
e. Analytics. We monitor User service activity.
6. MESSAGING
We may allow you to send messages through our Service to other Users or to third parties (“Messages”). We may send administrative messages to you and other Users.
7. COPYRIGHT POLICY
We require that Users of the Service respect the copyright and other intellectual property rights of all third parties.
8. PRIVACY
We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy.
9. INDEMNITY
You agree to defend, indemnify and hold us harmless, along with our parents, subsidiaries, agents, affiliates, Authors, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account.
10. NO WARRANTY
THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
11. THIRD-PARTY LINKS, SITES AND SERVICES
The Service may contain links to other websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You understand that these Terms of Service and our Privacy Policy below do not apply to your use of such sites. We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.
12. LIMITATION OF LIABILITY
12.1 NEITHER RYZEUP FITNESS NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, RESULTING FROM YOUR ACCESS OR USE OF THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF RYZEUP FITNESS, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS TO YOU FOR ANY CLAIM RELATED TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE OR $10. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. TERMINATION OF YOUR ACCOUNT AND THE SERVICE
We may terminate or suspend the Service in whole or in part immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service will immediately cease.
All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
14. MISCELLANEOUS TERMS
a. Entire Agreement. This Agreement and the Terms and Conditions sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes any and all prior oral and written agreements, understandings and quotations relating thereto. No waiver, amendment, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the both parties.
b. Governing Law. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Colorado without regard for the conflict of law rules of any jurisdiction. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated by this Agreement.
c. Severability. If any provision of this Agreement is invalid or unenforceable, such provision will be enforced only to the extent that it is not in violation of such law or is not otherwise unenforceable and all other provisions of this Agreement will remain in full force and effect.
d. Waiver. The failure of a party in any one or more instances to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms on any future occasion.
e. Force Majeure. We will not be responsible for any nonperformance or delay caused by acts of God, man-made or natural disasters, acts of terrorism, infectious disease, public utility interruptions, discontinuance of necessary products or unavailability of a service.
f. Notices. Any notice that is required or permitted hereunder shall be deemed given only if delivered personally or by registered or certified U.S. mail, return receipt requested and postage prepaid, or by a nationally recognized overnight delivery service at:
RyzeUP Fitness LLC.
Arvada, Colorado, 80002
USA
Last Updated: Nov 18, 2022
