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.
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
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.
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.
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.
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.
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.
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.
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:
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.
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. 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 and Pro Team 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.
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.
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.