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SoulStrength Fit Terms and Conditions of Use For Residents of the United States

Last Updated: September 13, 2020

Toolbox Industries Inc, DBA SoulStrength Fit and its affiliates, subsidiaries and parent companies are pleased to provide you with access to and use of our websites, applications, content, streaming services, products, goods, equipment, services, promotions, software, technology and any other materials (collectively, "SoulStrength Fit Services") that we may provide.

THE SoulStrength Fit SERVICES ARE NOT INTENDED FOR ANYONE UNDER THE AGE OF 13. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MAY ONLY ACCESS AND/OR USE ANY SoulStrength Fit SERVICES WITH THE INVOLVEMENT AND APPROVAL OF YOUR PARENT OR GUARDIAN.

1. Contract Between You and SoulStrength Fit; Privacy Policy

These Terms and Conditions of Use ("Terms") and our Privacy Policy (available here) form a legally binding agreement between you and SoulStrength Fit, and govern your access and use, and our provision of, the SoulStrength Fit Services and any other technology, content, items or other materials provided by or through SoulStrength Fit, or otherwise on which these Terms are provided (including via links). BY ACCESSING OR USING ANY SoulStrength Fit SERVICE, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS, OUR PRIVACY POLICY AND ANY AMENDMENTS THERETO, AND YOU AGREE YOU ARE AT LEAST 13 YEARS OF AGE. PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY SoulStrength Fit SERVICES, ESPECIALLY SINCE THESE TERMS MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION – SEE SECTION 9 BELOW FOR RESOLUTION OF DISPUTES BETWEEN YOU AND SoulStrength Fit. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY SoulStrength Fit SERVICES.

Supplemental terms and conditions may apply to certain SoulStrength Fit Services, such as rules for a particular contest, sweepstakes, competition, or activity, terms and conditions for SoulStrength Fit LIVE! or terms that may accompany certain content, software or other materials accessible through the SoulStrength Fit Services ("Supplemental Terms"). Any Supplemental Terms will be disclosed to you in connection with those other activities and will apply and govern specifically over such activities.

P2. Changes to These Terms

We may in our sole and absolute discretion change these Terms or our Privacy Policy from time to time to comply with laws or to meet our changing business requirements. These revisions shall be effective for new users immediately upon being posted to the SoulStrength Fit Services; however, for existing customers, the applicable revisions shall be effective 30 days after posting unless otherwise stated. If you do not agree with any of the changes, you must discontinue using any and all SoulStrength Fit Services. By continuing to use any SoulStrength Fit Services after the 30-day period referenced above in this Section, you expressly accept any applicable changes.

SoulStrength Fit's Intellectual Property; Limited License to SoulStrength Fit Services

A. Ownership

You acknowledge and agree that the SoulStrength Fit Services, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights contained therein, related thereto, or otherwise arising therefrom are owned by SoulStrength Fit, or its affiliates, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain SoulStrength Fit Services (such as our mobile applications and online tools) and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of SoulStrength Fit and/or its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with SoulStrength Fit’s ownership of the SoulStrength Fit Services, and that you gain no rights, title, or interest in or to any SoulStrength Fit Services or any goodwill associated therewith, except as stated in these Terms or any executed written agreement between you and SoulStrength Fit. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of SoulStrength Fit or any third party. Any and all goodwill arising from your use of any SoulStrength Fit Services shall inure solely to the benefit of SoulStrength Fit.

B. Limited License

For any SoulStrength Fit Services which enable you to use any software, content, or other materials owned or licensed by us only after you become validly authorized by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license solely to access and use the specific SoulStrength Fit Services, and any related software, content, or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.

C. Restrictions

You are prohibited from, and expressly agree that you will not: (i) circumvent or disable any content protection system, digital rights management technology, user and/or country limitations or any other technology used with any SoulStrength Fit Services; (ii) decompile, reverse engineer, disassemble or otherwise reduce any SoulStrength Fit Services to a human-readable form; (iii) remove identification, warnings, disclaimers, disclosures, copyright or other proprietary notices in or on the SoulStrength Fit Services; (iv) access or use any SoulStrength Fit Services in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity; (v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any SoulStrength Fit Services or any part thereof, except as expressly authorized in these Terms or as part of the SoulStrength Fit Services provided to you; (vi) introduce a virus or other harmful component, or otherwise tamper with, impair or damage any SoulStrength Fit Services or connected network, or interfere with any person or entity’s use or enjoyment of any SoulStrength Fit Services; (vii) access, monitor, or copy any element of the SoulStrength Fit Services using a robot, spider, scraper or other automated means or manual process without our express written permission; or (viii) sell, resell, or make commercial use of the SoulStrength Fit Services, unless you have an executed agreement with us that expressly allows for such activity. You may not access or use any SoulStrength Fit Service in violation of United States export control and economic sanctions requirements. By accessing or otherwise using any services, content or software through any SoulStrength Fit Services, you represent and warrant that: (ix) your access to and use of the SoulStrength Fit Services, or any content or software therein, will comply with any and all requirements in these Terms; (x) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties; and (xi) you will comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any SoulStrength Fit Services and our websites.

4. Your Content and Account

A. User Generated Content

The SoulStrength Fit Services may allow you and users of our websites to communicate, submit, upload or otherwise make available text, reviews, stories, images, photos, audio, video, media, chats, personally identifiable information (including health, wellness and nutritional data), feedback about our products and services, testimonials, success stories, or other content ("User Generated Content"). User Generated Content that you submit through your Team SoulStrength Fit Account or any other SoulStrength Fit Services will be stored, maintained and used by SoulStrength Fit in accordance with our Privacy Policy. You acknowledge certain types of User Generated Content that you submit, such as chats, photos, reviews, and message board entries, may be accessed and viewed by the public.

You may not submit or upload User Generated Content that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by SoulStrength Fit in its sole and absolute discretion. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you.

You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to or consent from any other person or entity, to use and exploit, and you fully and unconditionally authorize us to use and exploit, your User Generated Content in all manners and mediums (including commercial use) desired by SoulStrength Fit, including as contemplated by these Terms. You agree to indemnify and hold us and our affiliates, parent companies, and subsidiaries, and each of their respective employees, officers, and directors harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. You waive any right to injunction or other equitable relief in connection with SoulStrength Fit’s use or exploitation of User Generated Content.

We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the SoulStrength Fit Services, or any authors, experts, celebrity trainers or otherwise. User Generated Content shall not state or reflect the attitudes and opinions of SoulStrength Fit, and any views and opinions expressed on our websites shall not be attributed to or otherwise endorsed by SoulStrength Fit.

B. License to Your User Generated Content

We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the SoulStrength Fit Services and on third-party sites and platforms such as Facebook, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, applications, or on our websites or in any other commercial manner. We are not, however, obligated to use your User Generated Content.

To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.

C. Public Forums

Certain SoulStrength Fit Services include public forums, which include without limitation, discussion forums, message boards, blogs, chat rooms or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum and for the consequences of submitting or posting same. You acknowledge and agree SoulStrength Fit is not responsible for any content posted on public forums by any third parties, including without limitation any content which you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive or harmful.

D. User Conduct

You must only use the SoulStrength Fit Services for lawful purposes, and you must not use them in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of any SoulStrength Fit Services. In using any SoulStrength Fit Services, and in particular, our websites, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:

copy, reproduce, or improperly use, post or access any content on the SoulStrength Fit Services;
modify, distribute, or re-post any content on the SoulStrength Fit Services for any purpose;
use the content on the SoulStrength Fit Services for any commercial exploitation whatsoever;
disrupt or interfere with the security of, or otherwise abuse, the SoulStrength Fit Services, or any services, system resources, accounts, servers, or networks connected to or accessible through the SoulStrength Fit Services or affiliated or linked sites;
access content, data or portions of the SoulStrength Fit Services which are not intended for you, or log onto a server or account that you are not authorized to access;
attempt to probe, scan, or test the vulnerability of the SoulStrength Fit Services, including websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization;
access any SoulStrength Fit Services or our websites through any automated means, such as “robots,” “spiders,” or “offline readers”;
interfere or attempt to interfere with the use of the SoulStrength Fit Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing";
use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on the SoulStrength Fit Services;
harass, “stalk”, disrupt or interfere with any other user's enjoyment of the SoulStrength Fit Services or affiliated or linked sites;
upload, post, or otherwise transmit through or on the SoulStrength Fit Services any viruses or other harmful, disruptive, or destructive files;
use, frame, or utilize framing techniques to enclose any SoulStrength Fit trademark, logo, or other proprietary information (including the images found at our websites, the content of any text, or the layout/design of any page or form contained on a page) without SoulStrength Fit's express written consent;
use meta tags or any other "hidden text" utilizing a SoulStrength Fit name, trademark, or product name without SoulStrength Fit's express written consent;
deeplink to the SoulStrength Fit Services, including our websites without SoulStrength Fit's express written consent;
create or use a false identity on the SoulStrength Fit Services, share your account information, use another individual’s account information, or allow any person besides yourself to use your account to access the SoulStrength Fit Services;
harvest or otherwise collect information about SoulStrength Fit users, including email addresses and phone numbers;
download, “rip,” or otherwise attempt to obtain unauthorized access to any SoulStrength Fit Services, content or other materials; and
post any copyrighted material unless the copyright is owned by you.

F. Member Public Profiles

When you create an account with us (such as a Team SoulStrength Fit account), you may be asked to provide certain personal information, such as your name and e-mail address. Some of this information may be publicly viewable by others, such as other SoulStrength Fit members or account holders.

SoulStrength Fit relies on its members to provide current and accurate information, and we do not, and cannot, investigate information contained in member public profiles. SoulStrength Fit does not represent, warrant or guarantee the accuracy of public profile information, and hereby disclaims all responsibility or liability for any information provided by members by means of public profiles or otherwise.

You are solely responsible for your interactions with other members. You acknowledge and agree that SoulStrength Fit does not (i) screen its members; (ii) inquire into the backgrounds of its members; or (iii) review or verify the statements of its members, including without limitation, information or representations contained in public profiles. SoulStrength Fit does not warrant, endorse or guarantee the conduct of its members or their compatibility with you, and you agree to exercise all precautions in your interactions with other members. Like all open forums on the Internet or social media, you should always be careful about what you share in a public forum, and in particular, you should never share your password, social security number or any other personal information.

G. IMPORTANT AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED PRODUCTS

We offer certain products and services on an automatic or subscription basis, so you can enjoy all the benefits of our products or services on a continuous basis. If you choose this option at the time of your purchase, you agree such products/services will automatically renew at the frequency disclosed to you at the time of your initial purchase (i.e., monthly, quarterly or annual basis, etc.). By choosing the automatic subscription option, you acknowledge and agree your subscription will automatically renew, and unless and until you cancel, you authorize us to charge your payment card for the products/services you continue to purchase, plus applicable shipping and handling, and taxes. If you purchased a subscription with a free trial period, you authorize us to charge your payment card when the free trial period ends, unless you cancel your subscription before the free trial period ends, and you will not receive a notice from us that your free trial period has ended. Subscription service payments are non-refundable. The charges will typically occur on or around the same day of the month as your initial purchase, although some charges may be delayed for business or legal reasons. Physical products will be delivered to the address you provided during your initial purchase. Certain subscription services, such as SoulStrength Fit On Demand memberships are not physical products, and thus, are not shippable. Your automatic subscription will continue until you or SoulStrength Fit cancels your order. If there are any changes to your subscription terms, such as pricing, frequency, date of charge or any other items, we will take commercially reasonable efforts to inform you in writing of such change.

SoulStrength Fit OnDemand

If you are an active, paid subscriber of SoulStrength Fit On Demand, you will be able to stream a variety of SoulStrength Fit exercise and nutrition programs, and gain access to related digital-only program materials, such as workout calendars, nutrition guides, and more. In addition, active, paid subscribers of SoulStrength Fit On Demand may purchase early access to premium SoulStrength Fit content, which will be available for as long as you are a member of SoulStrength Fit On Demand. SoulStrength Fit On Demand memberships are not transferable and may only be used by the individual who signed up for the account. If you cancel your membership, you will no longer have access to any SoulStrength Fit content through SoulStrength Fit On Demand, unless otherwise stated.

J. SoulStrength Fit’s Reservation of Rights

SoulStrength Fit reserves the right to suspend or terminate your interaction with any SoulStrength Fit Services for any or no reason in its sole and absolute discretion, including your access, use or purchase of any products, goods or services that we provide. If you are accessing, using and/or purchasing any SoulStrength Fit Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms.

6. Important Notice About Our Fitness and Nutrition Content

The SoulStrength Fit Services Do Not Constitute Medical Advice or Other Professional Healthcare Advice. Although SoulStrength Fit provides its products and services with your health and safety in mind, each individual has their own limitations and it is therefore critical that you consult your physician or other licensed healthcare provider for necessary medical or appropriate care, follow all safety and other instructions provided by SoulStrength Fit, and obtain appropriate authorization before accessing or using any SoulStrength Fit Services, especially if you are prone to injuries, are pregnant or nursing, or have any other unique or special medical conditions. ALL SoulStrength Fit SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO DIAGNOSE ANY MEDICAL OR HEALTHCARE CONDITION, REPLACE THE ADVICE OF A LICENSED HEALTHCARE PROFESSIONAL, OR PROVIDE ANY MEDICAL ADVICE, OPINION, DIAGNOSIS, TREATMENT OR GUARANTEE. The information made available on or through the SoulStrength Fit Services should not be relied upon when making medical or other important healthcare decisions. SoulStrength Fit DOES NOT PROVIDE CLINICAL SERVICES. ANY INDIVIDUALS CERTIFIED BY SoulStrength Fit IN ANY SoulStrength Fit PRODUCTS OR SERVICES ARE NOT FUNCTIONING IN ANY CLINCIAL OR LICENSED MEDICAL OR PSYCHOLOGICAL CAPACITY; SUCH INDIVIDUALS ARE SOLELY PROVIDING INFORMATIONAL AND EDUCATIONAL SELF-HELP RESOURCES. YOUR USE OF ANY SoulStrength Fit SERVICES DOES NOT CREATE A DOCTOR-PATIENT, PROFESSIONAL-CLIENT, OR SIMILAR RELATIONSHIP BETWEEN YOU AND SoulStrength Fit OR YOU AND ANY PERSON CERTIFIED THROUGH SoulStrength Fit.
Any individual results using SoulStrength Fit Services may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition. The testimonials featured on our websites may have used more than one SoulStrength Fit product, nutrition program and/or supplements, or extended the program to achieve their successful results.
Nutrition Information. Certain SoulStrength Fit Services, such as nutrition plans provided with our fitness programs and online nutrition database, and access to live chats with our nutrition team, provide nutrition, food, caloric and other related information designed to help our customers eat healthy to help them reach their health and wellness goals. While any nutrition information we may provide is designed to safely align with our related exercise regimens, you must consult your physician or other licensed healthcare provider before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding. The SoulStrength Fit Services are not a substitute for professional care. If you have or suspect you may have a medical or psychological problem, or a nutritional deficiency or dietetic condition, you should consult your medical doctor, psychologist or nutritionist, as appropriate.
Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any SoulStrength Fit Services, SoulStrength Fit Coach distributors, or individuals certified by SoulStrength Fit in any SoulStrength Fit products or services may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, temporary or permanent disability, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold harmless SoulStrength Fit from and against all claims, suits, damages, losses, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any SoulStrength Fit Services.

Miscellaneous

Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will exclusively govern these Terms and Conditions and any Dispute between you and SoulStrength Fit. As the SoulStrength Fit Services are controlled by SoulStrength Fit from California, California law will apply regardless of your residence or the location where you use SoulStrength Fit Services.
Submissions and Unsolicited Ideas Policies. SoulStrength Fit is constantly developing new products, from fitness, to healthy supplements, to online applications, and more. Although we typically develop programs internally, we understand some people may be interested in submitting their ideas for possible development and marketing within the SoulStrength Fit business model. Please note only those programs, products and ideas which promise to uphold, if not improve, on our standards and reputation for premium and innovative products may be considered for our brand portfolio. Since we are constantly working on dozens of new projects at any one time, and also provided with many overlapping ideas by individuals outside SoulStrength Fit, we cannot sign non-disclosure agreements to review any submissions or for follow up conversations, or promise that any ideas or products you submit are not already being developed by us. In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. If you agree with these Terms and believe your new product, program or idea will fit within our exclusive brand portfolio, you may send your ideas, product samples, training videos, or program demonstration submissions by following the instructions at www.SoulStrength FitSubmissions.com.
International Users. Our websites are controlled, operated, and administered by SoulStrength Fit from its offices within the United States of America. SoulStrength Fit makes no representation or warranty that the materials contained within the SoulStrength Fit Services are appropriate or available for use at locations outside of the United States, and access to them from territories where the contents or products available through the SoulStrength Fit Services are illegal is prohibited. You may not use the SoulStrength Fit Services or export the SoulStrength Fit Services in violation of U.S. export laws and regulations. If you access the SoulStrength Fit Services from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations and ordinances.
Severability. If any provision of these Terms (except for Section 9), or a part thereof, shall be unlawful, void or for any reason unenforceable, then that provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
Termination. Notwithstanding anything to the contrary in these Terms, SoulStrength Fit reserves the right, without notice and in its sole and absolute discretion, for any reason or no reason, to terminate your access and use of any SoulStrength Fit Services, including to block or prevent your access and use of any of our websites. You agree that SoulStrength Fit shall not be liable for any interruption or termination of your access and/or use of our websites.
No Third Party Beneficiaries. Except as set forth in these Terms, only you and SoulStrength Fit may enforce these Terms; no third party shall be entitled to enforce these Terms.
Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Legal Officer of SoulStrength Fit in order to be effective.
Assignment. SoulStrength Fit may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
Amendments; Entire Agreement. These Terms may not be amended unless in a signed writing by Kelly Wenner. These Terms constitute the final, exclusive and complete agreement between you and SoulStrength Fit regarding the subject matter hereof and supersede all agreements, communications and course of dealings between you and SoulStrength Fit.
Language. It is the express intent of the parties that these Terms and all related documents have been written in English.