MINDSTRONG FITNESS TERMS OF USE

These Mindstrong Fitness Terms of Use (“Terms of Use”) are applicable to any individual or entity entering into a coaching relationship with Mindstrong Fitness, LLC, an Arizona limited liability company (“Mindstrong”). Such individual or entity is referred to herein as “Client” or “you.”

1. Program. Mindstrong shall provide you certain nutrition and fitness coaching services and additional benefits (“Program”).
   
   
2. Client Commitment. You agree to show up and participate in the Program. Your results will be directly dependent on your level of engagement in the Program.
   
   
3. Cancellation Policy. You agree that it is your responsibility to notify Mindstrong of your desire to cancel or reschedule a call at least 24 hours in advance. All missed calls will be forfeited.
   
   
4. Fees and Payments. You participation in the Program is non-refundable. All fees must be paid in one lump sum in advance or on a payment plan. Any payment plan is subject to approval by Mindstrong, in its sole discretion. You may not remove or delete your payment information (from Kajabi or another platform), and any deletion of payment information will be a breach of these Terms of Use and grounds for immediate cancellation by Mindstrong. Your payment method will be charged for all of the installment payments agreed to in any payment plan, regardless of whether you remove or delete your payment information or elect to terminate the Program early. All replays and resources (whether provided via Kajabi or elsewhere) are available to you only so long as you are a currently-paying client or have an active subscription.
   
   
5. Termination; Early Termination Fee. Either party may terminate the Program at any time, upon written notice to the other party. In the event you terminate prior to the end of the Program, any previously paid amounts shall be non-refundable, and all remaining installments shall be due and payable through the end of the Program. You acknowledge that, in the event of such early termination, your spot in the Program cannot be offered to another participant and full payment of the fee represents fair and reasonable compensation to Mindstrong for the lost opportunity to offer that spot to another participant (which amounts shall be payable as liquidated damages for Client’s early termination, and not as a penalty). Notwithstanding anything to the contrary, Mindstrong may terminate the Program if Client fails to pay any amount when due hereunder and such failure continues for five (5) days. Early terminations for good cause may also be permitted on a case-by-case basis in Mindstrong’s sole discretion.
   
   
6. Use of Images and Testimonials. You hereby grant Mindstrong the right to use any and all images and texts as client testimonials, etc., in Mindstrong’s marketing materials, Facebook groups, Instagram posts, etc, unless you specifically request in writing that certain photos or texts not be used or only be used anonymously.
   
   
7. Third Party Websites and Apps. Your participation on Kajabi, Facebook, Instagram, Zoom, and any other app or third party website used during the Program is subject to those third party companies’ additional terms of use. You agree to adhere to the terms of use of any website or app you use to access the Mindstrong Program or communicate with Mindstrong.
   
   
8. Intellectual Property. The Intellectual Property Rights included in the Program shall be owned exclusively by Mindstrong. Mindstrong hereby grants Client a license to use all Intellectual Property Rights in the Program free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Client to make reasonable use of the Program for Client’s personal purposes.
   
   “Intellectual Property Rights” means all intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, and other confidential information, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are delivered to Client under these Terms of Use or prepared by or on behalf of Mindstrong in the course of delivering the Program.
   
   
9. Content Standards. These content standards apply to any and all contributions you make to the Program via a third-party website or app such as Kajabi, Facebook, Instagram, or Zoom as well as any communications you have with Mindstrong or any other user, client, or invitee of Mindstrong. Your contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, your contributions must not:
   
   a. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
   b. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   c. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
   d. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.
   e. Be likely to deceive any person.
   f. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
   g. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
   h. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
   i. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
   j. Give the impression that they emanate from or are endorsed by Mindstrong or any other person or entity, if this is not the case.
   
   
10. Confidentiality. Your participation in the Program, as well as all information (documented or verbal) that you share with Mindstrong as part of this relationship (collectively, “Confidential Information”) will be held in confidence. However, please be aware that the coach-client relationship is not subject to the protection of any legally recognized privilege. Further, while clients in group facilitation sessions are asked to keep all matters discussed in-session confidential, Mindstrong is not liable for other clients’ actions, nor can it guarantee that every client will obey such requests for confidentiality. Except as set forth in Section 6 above, and to the extent within its control, Mindstrong agrees not to disclose any information pertaining to you without your written consent, nor will they disclose your name as a reference without your consent.
    
    “Confidential Information” does not include information that: (a) was in Mindstrong’s possession prior to its being furnished by you; (b) is generally known to the public; (c) is obtained by Mindstrong from a third party, without breach of any obligation owed to you; (d) is independently developed by Mindstrong without use of or reference to your Confidential Information; (e) Mindstrong is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to Mindstrong and as a result of such disclosure Mindstrong reasonably believes there to be an imminent or likely risk of danger or harm to you or others; or (g) involves illegal activity. You should also be aware that telephone, email and videoconference (including, but not limited to, Zoom) are not encrypted methods of communication, and some confidentiality risk exists with their use.
    
    
11. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MINDSTRONG, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PROGRAM, ANY THIRD PARTY WEBSITES OR APPS USED IN CONNECTION WITH THE PROGRAM, OR ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
    
    The limitation of liability set out above does not apply to liability resulting from Mindstrong’s gross negligence or willful misconduct.
    
    THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    
    
12. Disclaimer of Warranties. You understand that Mindstrong cannot and does not guarantee results, performance, outcomes, or progress of any kind. You are responsible for your own health and should speak to your primary care physician and/or any other relevant medical professional before beginning any kind of nutrition or exercise program.
    
    TO THE FULLEST EXTENT PROVIDED BY LAW, MINDSTRONG WILL NOT BE LIABLE FOR ANY LOSS, INJURY, HARM, OR OTHERWISE THAT OCCURS FROM YOUR PARTICIPATION IN THE PROGRAM. YOUR USE OF THE PROGRAM, ITS CONTENT, THIRD PARTY WEBSITES AND APPS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MINDSTRONG NOR ANY PERSON ASSOCIATED WITH MINDSTRONG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PROGRAM, ITS CONTENTS, OR ANY THIRD PARTY WEBSITE OR APP. WITHOUT LIMITING THE FOREGOING, NEITHER MINDSTRONG NOR ANYONE ASSOCIATED WITH MINDSTRONG REPRESENTS OR WARRANTS THAT THE PROGRAM, ITS CONTENTS, OR ANY THIRD PARTY WEBSITE OR APP WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, OR THAT ANY SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PROVIDED BY LAW, MINDSTRONG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
    
    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    
    
13. Governing Law and Jurisdiction. All matters relating to the Program, these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona, in each case located in the City of Tucson and County of Pima, although Mindstrong retains the right to bring any suit, action, or proceeding against you for breach of these Terms of Use 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.
    
    
14. Waiver and Severability. No waiver by Mindstrong of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Mindstrong to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
    
    
15. Entire Agreement. These Terms of Use constitute the sole and entire agreement between you and Mindstrong regarding the Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.