Terms and Conditions

1. Scope of Services

1.1 MVP and Future Feature Framing

You acknowledge and agree that the MVP is currently offered for testing, demonstration, and evaluation purposes. Certain features, functionalities, data practices, and operational capabilities described in these Terms may not be available or active in the current MVP release but are included to anticipate and govern future versions, iterations, or expansions of the Services. The absence of any described feature or functionality in the MVP does not constitute a breach of these Terms and does not create any obligation on OnUFitness to implement such features.

1.2 Services

The Site provides informational content, marketing pages, and contact forms to allow you to gather information about our products and services. The MVP is a pre-commercial operation of our OnUFitness application and provides tools to users to create personalized fitness and wellness plans, such as videos and chat rooms; however, you agree that you will not rely on the content provided in the MVP to make any real-life decisions about your health or fitness as the MVP is solely for testing, evaluation and feedback purposes. The MVP is not a production system and is not intended for real-world reliance, safety-critical decisions, or record retention.

1.3 Purpose of MVP

The MVP constitutes a non-final, developmental, and evaluative version of the OnUFitness platform. The MVP is provided solely for testing, evaluation, and feedback purposes, including (i) workflow validation; (ii) operational testing; (iii) user-experience studies; (iv) performance measurement; (v) investor or internal demonstration; and (vi) product feasibility evaluation. It is not for commercial or production use, and you shall not rely on the MVP for availability, continuity, accuracy, or feature stability. Further, you acknowledge and agree that, subject to Section 7.3 and Section 7.4, any User Content and data you submit to the MVP may be reset, deleted or modified during testing of the MVP.

1.4 Modifications to Services

By accessing, installing, registering for, or otherwise using the MVP, you acknowledge, affirm, and agree that: (i) the MVP is experimental, incomplete, and subject to modification, interruption, or discontinuation without notice; and (ii) the MVP does not constitute a final commercial release, public offer, or legal guarantee of features or functionality. You acknowledge and agree that we may change, modify or reduce the features or functionalities of the MVP at any time, with or without notice to you, without any liability to you. The MVP may be modified, interrupted, or discontinued at any time without notice. OnUFitness shall have no obligation to maintain or support the MVP or any specific features thereof.

1.5 Content

The Site and MVP, including any text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the "Content") are exclusively the property of OnUFitness or, as applicable, its vendors or licensors. Except for the rights expressly granted to you herein, OnUFitness reserves all other rights in and to the Site, MVP, and Content, including all Intellectual Property Rights.

1.6 User Content

"User Content" means information, data, and materials that you (or anyone acting on your behalf) submit to, store in, or transmit through the Services, including account information, profile details, messages, posts, comments, uploads, and other content shared through community features or any other means.

2. Accounts and Registration

2.1 Registration and Customer Responsibility

To access and use certain areas or features of the MVP, you will need to register for an account. By creating an account, you agree to:

• Provide accurate, current and complete account information
• Maintain and promptly update, as necessary, your account information
• Maintain the security of your account credentials
• Be responsible for the acts or omissions of any third party who accesses or uses the MVP through your account credentials; and
• Immediately notify us if you discover or otherwise suspect any security breaches related to the MVP or your account

2.2 Termination of your Account

You further understand and agree that we may take actions we deem reasonably necessary to prevent, respond to, pursue or remedy suspected or actual fraud and abuse, including without limitation, termination or suspension of your account. We may terminate or suspend your account for any reason, including but not limited to violations of these Terms.

2.3 Communications

By providing your contact information to us or enabling notifications through the Services, you consent to receive communications from us by email, SMS/text message, and push notifications, including marketing and promotional messages as well as operational or transactional communications (such as updates about your account, activity, or use of the Services). You may opt out of marketing and promotional emails, SMS messages, and push notifications at any time through your device or account settings or by contacting us at the email below. After you opt out, you may continue to receive non-marketing communications (such as transactional, security, or service-related messages) as permitted by law. We will process opt-out requests within a reasonable time. You are responsible for keeping your contact information, including your email address and phone number, accurate and up to date.

3. App Store Terms

3.1 Mobile Application License Grant

Subject to your compliance with these Terms, OnUFitness grants you a limited, non-exclusive, non-transferable, revocable license to download and use the Mobile App on a mobile device that you own or control. Furthermore, with respect to the Mobile App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace, the Samsung Apps marketplace, Amazon Skills Store or any similar store or marketplace authorized by OnUFitness (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store when using the Mobile App.

3.2 App Stores

If you downloaded the Mobile App from an App Store, you acknowledge and agree that the availability of the Mobile App is dependent on the App Store. You acknowledge that these Terms are between you and OnUFitness and not with the App Store. The App Store is not responsible for the App (including Mobile App-related content, maintenance, support, and warranty) or addressing any claims relating to the Mobile App (e.g., product liability, consumer protection laws, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Store (if any). You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce these Terms.

3.3 Warranty Claim

In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify the applicable App Store and obtain a refund of any fees charged for the Mobile App (if any) by the App Store. To the maximum extent permitted by applicable law, the App Store will not have any warranty obligation whatsoever with respect to the Mobile App. As between OnUFitness and the App Store, any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of OnUFitness.

3.4 Third-Party Terms

Without limiting any other terms of these Terms, you must comply with all applicable third-party terms when using the Mobile App.

3.5 Apple App Store

If you download the Mobile App from the Apple App Store, the following additional terms shall apply:

• Scope:You acknowledge and agree that (i) these Terms are concluded between you and OnUFitness only, and not Apple, and (ii) OnUFitness, not Apple, is solely responsible for the Mobile App and content thereof. Your use of the Mobile App must comply with the App Store Terms of Use.
• Support: You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.
• Remedies: In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App. As between OnUFitness and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of OnUFitness.
• Liability: You and OnUFitness acknowledge that, as between OnUFitness and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the OnUFitness fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• Third-Party Infringement: You and OnUFitness acknowledge that, in the event of any third-party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, as between OnUFitness and Apple, OnUFitness, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
• Third-Party Beneficiary: You and OnUFitness acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the Mobile App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Mobile App against you as a third-party beneficiary thereof.

4. Your License and Acceptable Use

4.1 License to You

Subject to your compliance with these Terms, OnUFitness grants you a limited, non-exclusive, revocable, non-transferable, and non-sub-licensable license to access and use the Services and Content for their intended purposes. You shall not disclose, release, distribute, or deliver any information downloaded or obtained from the MVP, or any portion thereof, or use the MVP for the provision of any data services to any third party or any other resale or sharing of the data or Content obtained from the MVP. Except as expressly allowed in these terms, you shall not use data or Content obtained from the MVP for the benefit or communication to any third party and shall not incorporate data or Content obtained from the MVP into any materials or service made available to any third party.

4.2 License to OnUFitness

You grant OnUFitness a worldwide, non-exclusive license to host, copy, display, transmit, and process your User Content to (i) provide, secure, and improve the Services; (ii) to prevent fraud/abuse; (iii) to comply with law; (iv) for marketing and outreach; and (v) to provide support to you and other users of the Services. We do not claim ownership of your User Content. You represent and warrant that you own or otherwise have obtained all rights necessary to provide all User Content and other materials you make available to us under this Agreement or in connection with its use of the Services, and to allow us to use User Content and other materials to perform its rights and obligations under this Agreement. You are solely responsible for your User Content.

4.3 Prohibited Uses

You will not, and will not allow any third party to:

• (i) copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Services or Content without OnUFitness’s prior written consent;
• (ii) access, or attempt to access, features outside of what OnUFitness provides you access to or circumvent any usage limits, share credentials, or create multiple accounts to avoid fees or limits;
• (iii) use the Services for unlawful purposes;
• (iv) inaccurate, incomplete, or out-of-date information via the Services, commit fraud or falsify information in connection with your use of the Services;
• (v) engage in data mining or similar data gathering or extraction activities from the Services;
• (vi) use the Services to harvest email addresses, names, or other information of the users of the Services or to spam other users of the Services;
• (vii) access, use, or copy any portion of the Services or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms;
• (viii) use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, malware, ransomware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Services, the servers used to make the Services available, or any other network, computers, hardware, software or systems;
• (ix) engage in activities that aim to render the Services inoperable or to make their use more difficult;
• (x) frame, mirror, or circumvent the navigational structure of any part of the Services;
• (xi) upload, distribute, transmit, or post anything to or through the Services that: (a) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (b) invades the privacy of another or includes the confidential or proprietary information of another; or (c) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights;
• (xii) use the MVP or Services to create competing or similar products or services; or
• (xiii) engage in any conduct while using the Services that OnUFitness considers inappropriate, unauthorized, or contrary to the intended purpose of the Services or in other violation of these Terms.

4.4 Community Features

The Services may include community or social features, such as a social wall, groups, challenges, direct or group chats, message boards, and similar tools. User Content you share through Community Features may be visible to other users depending on your settings and the design of the Services. You are solely responsible for all content and information you submit or share through community features and for your interactions with other users, and you must use community features in a respectful, lawful manner consistent with these Terms.

4.5 Moderation

OnUFitness is not obligated to monitor any content or activity on the Services, but we may, in our sole discretion and at any time, review, remove, or restrict access to any content, and suspend or terminate access to some or all of the Services, if we believe it violates this Agreement, our policies, or applicable law, or may harm OnUFitness, the Services, or other users. We do not guarantee that all objectionable or harmful content will be identified or removed, and you use the community features at your own risk. We are not responsible for content posted by other users.

4.6 Usage Data

OnUFitness may collect, generate and store information and data from your use of the MVP and Services (“Usage Data”). For the avoidance of doubt, Usage Data shall not be considered User Content, and between the parties, OnUFitness shall be the sole and exclusive owner of all right, title and interest in and to the Usage Data. OnUFitness may use Usage Data for its legitimate business purposes, including but not limited: (i) to track use of the Site and the MVP; (ii) to provide support for the MVP; (iii) to monitor the performance and stability of the Site and the MVP; (iv) to prevent or address technical issues with the Site and MVP; (v) to improve the Site and the MVP, OnUFitness’s other products and services, and to develop new products and services; and (vi) for all other lawful business practices, such as analytics, benchmarking, and reports. You will not interfere with the collection or use of Usage Data.

5. No Professional Advice

5.1 Recommendations and Data Sources

The Services may provide general fitness, wellness, or activity recommendations based on the information you choose to provide (such as your goals or preferences), your use of the Services, and data obtained from device integrations or third-party sources. You are solely responsible for determining whether any suggested activities are appropriate for you and for confirming the accuracy of any underlying data.

5.2 No Professional Advice

5.3 Prohibited Data

The Services are not designed for, and you agree you will not upload, transmit, or otherwise make available through the Services, any of the following:

• (i) “protected health information” as defined under the Health Insurance Portability and Accountability Act (“HIPAA”) or other information subject to HIPAA or similar health-data regulations;
• (ii) medical records or other information subject to medical-records or similar health laws; and
• (iii) sensitive biometric identifiers used to uniquely identify an individual (such as raw fingerprint templates, facial recognition templates, iris scans, or voiceprints). If you choose to submit any such information in violation of this section, you do so at your own risk, and OnUFitness disclaims all responsibility and liability arising from such submission to the fullest extent permitted by law.

6. Intellectual Property

6.1 Use of Marks

OnUFitness owns certain trademarks, names, logos, insignia, or service marks (“Marks”). You do not have the right to use any Marks except as expressly agreed to in writing by OnUFitness. In addition, the Services may contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms grants to you any rights in or to those third-party marks or materials without such third-party's consent.

6.2 Intellectual Property Rights

You acknowledge that, as between you and OnUFitness, OnUFitness owns all right, title and interest in, including all Intellectual Property Rights in and to the Services and Content. “Intellectual Property Rights”, as used throughout this Agreement, means all patent rights (including issued patents, patent applications, and disclosures, know-how, techniques, inventions, rights of priority), copyright rights (including rights in audiovisual works), mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights (including logos, slogans, domain names, and trade names), goodwill, trade secret rights, rights in data, databases, and lists, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction. You agree not to remove or modify any notices of Intellectual Property Rights or other proprietary rights that appear on, in or with the MVP or the Site.

6.3 Feedback

OnUFitness shall own all feedback, comments, suggestions, ideas, concepts and changes that your provide to us relating to the Services and all associated Intellectual Property Rights thereto (collectively the "Feedback") and you hereby assign all of you right, title and interest in the Feedback to OnUFitness.

7. Term; Termination

7.1 Term

This Agreement will become effective upon your acceptance of the Agreement and will remain in effect unless and until terminated as set forth herein.

7.2 Termination

In addition to any other termination and suspension rights either party may have subject to this Agreement, OnUFitness may terminate this Agreement in its sole discretion, at any time, without explanation, upon notice to you. In the event either party terminates this Agreement, your right to use the MVP is automatically revoked, and your account will be closed. If your account is temporarily or permanently closed, you may not use the MVP under the same account or a different account or re-register under a new account without our prior written consent.

7.3 Account Data on Closure

Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to User Content and other material you keep on the MVP and any closure of your account may involve deletion of any workouts, chats, comments, plans, or other content stored in your account for which OnUFitness will have no liability whatsoever. You agree that OnUFitness, in its sole discretion and as permitted or required by law, may retain some or all of User Content.

7.4 Not a Data Repository

7.5 Survival

8. Disclaimer of Warranty

9. Limitation of Liability and Indemnification

9.1 Limitation of Liability

9.2 Indemnification

You agree to indemnify, defend, and hold the OnUFitness Parties harmless from any and all claims, demands, losses, liabilities, and expenses (including but not limited to attorneys’ fees) asserted by you or any third party, arising out of or relating to: (i) your use or misuse of the MVP or Site, or any Content thereon; (ii) your User Content uploaded to the MVP and/or Site; (iii) your breach or violation of any of this Agreement, applicable law, rule or regulation; and (iv) your violation of the rights of any third party, including but not limited to any third party’s intellectual property rights or privacy rights.

10. Dispute Resolution

10.1 Arbitration

Except in connection with any injunctive action to protect our Intellectual Property Rights or confidential information, the parties agree to resolve any disputes arising from these Terms or your use of the Services by final and binding arbitration before an arbitrator from JAMS. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided herein, arbitration will be conducted in Maricopa County, Arizona in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. To the extent there is any conflict between the Federal Arbitration Act and any applicable JAMS rules, the JAMS rules shall apply. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. The parties will follow the applicable JAMS rules with respect to arbitration fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Each party hereto shall be responsible for and shall pay for their own costs and attorney’s fees. Notwithstanding the foregoing, if either party brings any action or proceeding, subsequent to the execution of this Agreement, to interpret or enforce any provision hereof, the prevailing party shall be entitled to reasonable fees and costs, including attorney’s fees.

10.2 Class and Collective Waiver

10.3 Right to Opt Out of the Arbitration Provision

You may opt out of this Section 10 by notifying us in writing within thirty (30) days of the date you first registered for the MVP. To opt out, you must send a written notification to OnUFitness to info@onufitness.com, that includes (i) the email associated with your account; (ii) your name; (iii) your address; (iv) your telephone number; (v) your email address; and (vi) a statement indicating that you wish to opt out of the arbitration language. Opting out of the arbitration language will not affect any other terms of this Section 10. If you do not opt out as provided in this Section 10.3, you hereby agree to this Section 10. You have the right to consult with counsel of your choice concerning this Agreement and this Section 10.

11. Miscellaneous

11.1 Compliance with Laws

In connection with your access to and use of the Services, you are responsible for complying, and represent and warranty that your use of the Services comply with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.

11.2 Third-Party Websites and Content

The Services may link to, or be linked to, websites not maintained or controlled by OnUFitness. Those links are provided as a convenience to the users of our Services. OnUFitness is not responsible for examining or evaluating the content or accuracy of third-party websites linked on our Services. OnUFitness does not warrant or endorse any third party website or any products or services made available through those websites. When leaving the Services, it is the terms and privacy notice of that third party that govern your use of the third party site (and such third-party's use of your personal information), not these Terms.

The Services may also contain certain third-party content. We provide third-party content for your convenience, not as an endorsement. The presence of third-party content does not mean that OnUFitness has reviewed the third-party content or that there is any association between OnUFitness and any third party. You access third-party content at your sole risk. OnUFitness has no responsibility for any third-party content. Nothing in these Terms grants you any rights to any third-party content.

11.3 Use in the United States

The Services are intended for use in the United States only. We do not guarantee that use of the Services will be available or permitted in any location other than the United States. If you choose to access the Services from a location other than the United States, you do so at your own risk. THE EXISTENCE OF THE SERVICES OR ANY CONTENT SHALL NOT BE CONSTRUED AS ONUFITNESS OR THE ONUFITNESS PARTIES OFFERING SUCH SERVICES OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH SERVICES OR CONTENT IS PROHIBITED BY LAW.

11.4 Force Majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, pandemic, epidemic, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

11.5 Cooperation with Law Enforcement

OnUFitness will cooperate with law enforcement if you are suspected of having violated applicable laws. YOU WAIVE AND HOLD ONUFITNESS AND ONUFITNESS PARTIES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

11.6 Governing Law

These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Arizona without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in Maricopa County, Arizona and you hereby consent to the exclusive jurisdiction and venue of the state or Federal courts in Maricopa County, Arizona. You irrevocably submit and consent to the personal jurisdiction of such courts.

11.7 Assignment

We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign your rights or delegate your duties under these Terms without our prior written consent. These Terms inure to the benefit of OnUFitness’s successors and assigns.

11.8 Entire Agreement

This Agreement sets forth the entire agreement and understanding between you and OnUFitness relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.

11.9 Waiver

OnUFitness’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by OnUFitness.

11.10 Severability

If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

11.11 No Agency

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or any other relationship between the parties. Neither party shall be deemed either expressly or by implication to be the agent or partner of the other party for any reason whatsoever. Neither party shall have the right to represent or bind the other party to any obligation, contract, performance, or course of dealing.

11.12 Third Party Beneficiaries

This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement as a third-party beneficiary or otherwise.

11.13 Electronic Communications

These Terms and any other documentation, agreements, notices, or communications between you and OnUFitness may be provided to you electronically to the extent permissible by law.

11.14 Contact Us

Please direct any questions and concerns regarding these Terms to us at info@onufitness.com.

12. Digital Millennium Copyright Act Notice

We take copyright infringement seriously and have adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”). If you believe any Content (including content posted by other users) infringes upon your intellectual property rights, please submit a notification alleging such infringement (“DMCA Takedown Notice”) including the following:

1. 1. An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. 2. Identification of the copyrighted work that is claimed to have been infringed, or if multiple copyrighted works are on a single site, a representative list of such works;
3. 3. Identification of the infringing material or activity and that is to be removed or disabled and information readily sufficient to permit the service provider to locate the material;
4. 4. Information reasonably sufficient to contact the copyright owner or authorized agent, such as a physical address, telephone number, and electronic mail address;
5. 5. A statement that you have a good faith belief that use of the material in the manner complained of its not authorized by the copyright owner, its agent, or the law; and
6. 6. A statement that the information in the notice is correct and accurate, and under penalty of perjury, that the person sending the notice is authorized to act on behalf of the copyright owner.

Notices should be sent to our Copyright Agent at info@onufitness.com with the Subject “Copyright Notice.”