TERMS AND CONDITIONS OF USE & MEMBERSHIP AGREEMENT
Effective Date: October 22, 2020
PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE & MEMBERSHIP AGREEMENT (“Terms”). These Terms form a legally binding agreement between you (“You”, “Your” or “Members”) and Stronger U, which may include its parent and affiliates (“Stronger U”, “We”, “Us” or “Our”) when You access or use Our websites, mobile applications, and other online products and services, including when You purchase products and services from Us or a Stronger U-affiliated website or application (collectively, the “Services”). Your continued use of the Services constitutes Your agreement to follow and be bound by these Terms (the “Agreement”).
THIS AGREEMENT CONTAINS AN ARBITRATION REQUIREMENT AND WAIVER OF RIGHT TO BRING CLASS ACTIONS THAT APPLIES TO ANY AND ALL DISPUTES AND CLAIMS THAT MAY ARISE BETWEEN YOU AND US. (See below for details).
WE RESERVE THE RIGHT TO UPDATE OR MODIFY THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES.
Use of the Services
You agree at all times to use the Services lawfully and consistent with this Agreement. We are
granting You access to the Services conditioned upon Your acceptance of these Terms.
The Services include personalized nutritional information intended to assist Members in their personal weight loss efforts. Stronger U is not a medical organization, and Our coaches cannot render medical advice or diagnoses. The information and reports provided through the Services should not be construed as such. You are urged and advised to seek the advice of a physician before beginning any weight-loss effort or exercise regimen. The Services are intended for use only by healthy adult individuals and are not intended for use by minors, pregnant women, or individuals with any type of medical condition. You are specifically warned to seek professional medical advice prior to initiating any form of weight-loss effort or exercise regimen.
The information provided through the Services is for informational purposes only and is not meant to act as a substitute for the advice provided by Your own physician or other medical professional. Members who fail to consult their physician prior to starting a weight-loss or exercise program expressly assume the risk of any adverse effects.
None of the information provided by Stronger U is intended to diagnose, treat, cure or prevent any disease or medical condition, but rather is offered to provide information and choices regarding nutritional, fitness and exercise support. Each individual is different. You may not achieve the same results experienced by other Members. Prior results of other Members are no guarantee You will achieve Your objectives. Stronger U provides its services on an “as is” basis and makes no representations or warranties of any kind with respect to its Services or the information, website, promotional materials, articles, blog posts, advertorials, coaching or any other information conveyed through the Services.
By Your payment of the membership fees, We grant You a limited, non-exclusive, non-transferable right to access and use the Services and the programs offered through the Services. You agree not to assign, transfer or sublicense Your rights as a registered user of the Services or as a Member. You understand that only You may use Your user account and password and that Your membership to is only valid for Your own personal, noncommercial use and may not be
shared with others. You agree to be financially responsible for the fees and costs incurred through Your use of the Services. You understand and agree that the failure to pay membership fees may result in the termination of Your access to the Services and cancellation of Your membership.
Your Stronger U Membership entitles You to the use the Services, including but not limited to:
- Helping Us understand Your goals, lifestyle and habits.
- Matching You with one of Our expert coaches who will create an individualized program suited to Your objectives; and
- Providing a platform for You and Your coach to communicate.
Your Stronger U Membership is for Your sole, personal use, and You may not authorize others to use Your account, and You may not assign or otherwise transfer Your account to any other person or entity.
While We strive to match You with a compatible coach, You do not have the right to work with a particular coach. Members and coaches are required to interact solely through the Services. Any attempt by a Member to communicate with a coach outside of the Services may result in termination of Your membership.
You agree to provide Us with true, accurate and complete information during the Member signup process including Your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date) (“Membership Data”), and to allow Us to share Your Membership Data with third parties for the purpose of verifying the information You provide and billing Your credit card or otherwise charging Your account. You agree to maintain and promptly update the Membership Data and any other information You provide to Us to keep it accurate. Without limiting any other provision of this Agreement, if You provide any information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your account or membership and refuse any and all current or future use by You of Our Services or any portion thereof. You are obligated to determine whether Your Membership Data are current and accurate, and, if not, to correct or update Your Membership Data including Your billing information. You agree not to register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Service. If Your membership is revoked for any reason, You agree not to register or subscribe again using another name or through any other means. If We have reason to suspect, in Our sole discretion, that Your account has previously been terminated, We reserve the right to terminate any new accounts You have registered without any notice to You, or to exercise any other remedies available to Us under this Agreement or by law.
Accounts and Passwords
Members must establish a password-protected account with Us to use the Service. You should create a unique password that You do not use for any other purpose. You are responsible for maintaining the confidentiality of the password, and You agree to accept responsibility for all activities that occur on Your account or with Your password. If You become aware of any disclosure, loss, theft or unauthorized use of Your account or if Your password is compromised in any manner, notify Us immediately. We reserve the right to take all action, as We deem necessary or reasonable to maintain the security of the Services and Your account, including without limitation, terminating or disabling Your account, changing Your password, or requesting information to authorize transactions on Your account.
Current membership fees are set forth on the Stronger U website (the “Website”). We reserve the right to raise prices, and any adjustments will be updated on the Stronger U website. Price changes will take effect after Your current membership term concludes, and if You have a membership with automatic recurring payments, then We will notify You of the price adjustment and when it will take effect in subsequent billing cycles. We also may, in Our sole discretion, make available promotional offers or discounts to prospective or current Members for limited periods of time.
Payments and Recurring Charges
Payments are handled by a third-party payment service provider. Available payment methods are listed at the point of purchase. You agree to be responsible for all charges incurred by You through Your use of the Services.
As a Member, You agree to pay the Stronger U membership fees using a valid credit card (or other accepted form of payment), for the membership term You select and, if applicable, for the recurring billing period You select including any applicable taxes and other charges and fees incurred in order to access Our Services. We will automatically charge Your designated payment method upon signup and, if applicable, for the recurring billing period You select, unless You terminate or cancel Your membership at least ________ days before the relevant recurring billing begins. In the event We cannot charge Your selected payment method, We reserve the right to terminate Your access to the Services. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to You through a posting on this website, the app or such other means as We may deem appropriate from time to time (including electronic mail or conventional mail).
Membership payments are final and not refundable. Apparel purchases made through Our third-party service provider are subject to its refund policy.
Your use of the Services includes the opportunity to share, post or upload images, photos, videos, text, testimonials or other content about Your progress (“Member Content”). The choice to do so is Yours, and the purpose should be to reinforce Our Member community in a positive and inclusive way. We do not claim ownership of Your Member Content that You share on or through the Service, but by posting Your Member Content You grant Us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Your Member Content on or in connection with the Services.
Improper Use of the Services
You shall not attempt to gain access to the Services through any means not intentionally made available by Us for Your specific use. You shall not interfere with or disrupt the Services or servers or networks connected to the Services. You agree not to use the Services for any destructive or unlawful purposes or for conduct that We deem in Our sole discretion to be inappropriate, including, but not limited to, the following:
- dissemination of computer viruses, advertising or promotional material, solicitations, libelous or inflammatory materials, pornographic or obscene materials, materials invasive of privacy or publicity rights of others or other users’ data;
- stalking or harassment; abuse; tortious conduct; hateful or discriminatory speech; or
- any acts infringing upon the patents, copyrights, trademarks, trade secrets or other proprietary rights of third parties.
You shall not download any portion of the operating software for the Services or otherwise control its operation. You shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services or any products or services referenced on the Services.
We may terminate Your membership and use of the Services at Our discretion for violation of any Terms of this Agreement, including the failure to pay membership fees, or any applicable law, or any use by You that involves fraud or misuse of the Services, or is harmful to the interests of Us or another Member or for conduct that We deem in Our sole discretion to be inappropriate. By using the Services, You agree to be legally bound and to abide by this Agreement, just as if You had signed this Agreement. If You do not comply with this Agreement at any time, We reserve the right to cancel or terminate Your membership without prior notice, and You agree that We may immediately deactivate or delete Your user account and all related information and/or files. In Our sole discretion and without prior notice or liability, We may discontinue, modify or alter any aspect of the Services. Further, You agree that We shall not be liable to You or any third-party for any termination or cancellation of Your access to, or use of, Our Services. You acknowledge that Your only right with respect to any dissatisfaction with any modification or discontinuation of the Services, or any policies or practices by Us in providing Services, is to cancel or terminate Your membership.
All trademarks and service marks, trade dress and designs used in connection with the Services, including the STRONGER U mark, belong to Us, and may not be copied, imitated or used, in whole or in part, without Our prior written permission.
The Services include information, software, photos, video, text, graphics, HTML text, codes, software, layout, designs, forms and the selection and arrangement thereof, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively “Services Materials”). All Services Materials are owned by Us or used with authorization of providers and are protected by United States and international copyright, trademark and other laws.
If You believe Your work or content has been copied and posted to the Services in a way that constitutes copyright infringement, please provide Our designated copyright agent with the following written information in accordance with the Digital Millennium Copyright Act (the “DMCA”):
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that You claim has been infringed upon;
• A description of where the material that You claim is infringing is located on the Services;
• A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• Your name, address, telephone number and email address (if available); and
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our DMCA designated copyright agent for notice of claims of copyright infringement on the Services is: _____________________________ (firstname.lastname@example.org).
Information published on the Services, including links to third-party sites (“Linked Sites”), is provided as a convenience and should be used for information purposes only. While We use all reasonable efforts to ensure that the information contained on the Services is current, accurate and complete, We make no representations or warranties (express or implied) as to the reliability, accuracy or completeness of such information, or as to the reliability, accuracy or completeness of information on Linked Sites. Such Linked Sites are not under Our control, and We are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. We are not liable for any loss arising directly or indirectly from the use of, or any action taken in reliance on, any information appearing on the Services or any Linked Sites.
Limitation of Liability
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR ACCURACY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY INFORMATION, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY INFORMATION, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION POSTED, EMAILED OR OTHERWISE TRANSMITTED VIA THE WEBSITE OR SERVICES. YOU AGREE THAT WE AND ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OR PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE DELAY OR INABILITY TO USE THE WEBSITE OR ANY OF THE PRODUCTS, SERVICES OR LINKS OFFERED ON THE WEBSITE OR THROUGH THE SERVICES, EVEN IF WE ARE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
This limitation shall apply to any and all liability or causes of action however alleged or arising to the fullest extent of the law, unless otherwise prohibited by law. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You.
Availability of Services
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any products or services offered on the Services without notice. You agree that We shall not be liable to You or to any third party for any modification, suspension, discontinuance or unavailability of the Services or any products or services offered on the Services.
Third-Party Ads and Endorsements
While You Use the Services, You may see advertising for third parties, however, the presence of such advertising does not represent Our endorsement of any such third parties or their goods or services.
Modifications to the Services
We reserve the right to make changes or corrections, alter, suspend or discontinue any aspects of the Services, coaches or the content, products or services available through the Services without prior notice.
Indemnification for Claims Relating to Your Use of the Services
As a condition of Your permitted use of the Services, You agree to defend, indemnify and hold harmless Stronger U and its subsidiaries, affiliates, officers, agents, licensors, marketing partners, and its and their employees, from and against any and all claims, damages, costs, and expenses, including attorneys’ fees, made by any third party due to or arising out of Your violation of this Agreement.
Alternative Dispute Resolution (“ADR”) Requirement
(a) Except if You opt-out and except for certain types of disputes described below, by using the Services and any services obtained through the Services, You agree to resolve on an individual basis any and all disputes and claims (“Claims”) that may arise between Us in binding arbitration (the “ADR Requirement”). Except as stated in paragraph (e) below, this ADR Requirement applies to every aspect of the relationship between You and Stronger U, including any Claims that either may have in contract, tort, or under any other legal theory, and including without limitation Claims for personal injury, property damage, or any other kind of damage, loss or wrong. You and We expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this ADR Requirement. By agreeing to arbitration, You and We are giving up the right to sue one another in court and to have a trial before a judge or jury.
(b) It is an essential term of this ADR Requirement that all arbitrations shall proceed on an individual basis, and not on a consolidated, representative or collective action basis. The arbitrator is empowered to resolve all Claims with the same remedies available in court, however, any relief must be individualized to You and shall not affect any other person or entity. You and We agree that each may bring claims against the other in arbitration only in Your or Our respective individual capacities and in so doing You and We hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.
(c) You and We agree that the substantive law for deciding all Claims between Us shall be the law of the State of New York, without regard to principles of conflict of laws.
(d) You and We agree that any arbitration shall be conducted before the American Arbitration Association (the “AAA”) (using the AAA’s Supplementary Procedures for Consumer-Related Disputes and the AAA’s Commercial Arbitration Rules Expedited Procedures, if applicable), in English, at a location in New York County (Manhattan), New York. A copy of the AAA’s arbitration rules, including directions for filing a request for arbitration, is available through the AAA at 120 Broadway, 21st Floor, New York, NY 10271 (phone: 1-800-778-7879), or online at https://www.adr.org/Rules.
(e) Notwithstanding any other terms of this ADR Requirement, You and We agree that either of Us may litigate any Claim in the small claims court of New York County (Manhattan), New York, if the Claim meets all requirements to be heard in that court, but if such a Claim is transferred, removed or appealed to a different court, You and We will each have the right to require that the Claim be arbitrated pursuant to this Agreement.
(f) If either You or We commence an arbitration against the other, arbitration costs, including compensation for the arbitrator(s), shall be split between Us according to AAA rules. Additionally, the prevailing party in any arbitration proceeding commenced pursuant to this ADR Requirement shall be entitled to be reimbursed for its reasonable attorneys’ fees.
(g) You may opt out of this ADR Requirement by notifying Us in writing within 30 days of the date You first became subject to this ADR Requirement with a statement that includes Your name, address and email address used for Your Member account along with a clear statement that You do not agree to be bound by this ADR Requirement.
Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to Your use of the Services or this Agreement shall be filed only in the state or federal courts located in New York County in the State of New York, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
We may assign Our rights and obligations under this Agreement. This Agreement will inure to the benefit of Our successors, assigns and licensees.
No waiver of any aspect of these Terms shall be deemed a further or continuing waiver of such right or provision, and failure to assert any right or provision under these Terms shall not constitute a waiver of such. We reserve the right to seek all remedies available at law and in equity for violations of this Agreement. If any term of this Agreement becomes or is declared illegal, invalid or unenforceable for any reason whatsoever, such term shall be divisible from the other terms and shall be deemed to be deleted from the Agreement. We reserve the right to modify the Terms of this Agreement at any time in Our sole discretion by posting a change notice to this page. YOUR CONTINUED USE OF THE SERVICES AFTER A MODIFICATION CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.
If You have any questions, comments or suggestions, please contact Us through the “Contact Us” page on the Stronger U website or by email at email@example.com. Any feedback You provide shall be deemed to be non-confidential, and We shall be free to use such information on an unrestricted basis.