Terms of Use

The terms and conditions in these Terms of Use (this “Agreement”) constitute a legal agreement between you and Liv Labs, Inc., a Delaware corporation (“Liv Labs” or “we”).

 

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS WEB SITE, https://livlabsfitness.com/ (the “Site”). The Site is offered to you conditioned on your acceptance without modification of this Agreement and our Privacy Statement, incorporated herein by reference and located at https://www.livlabsfitness.com/privacy (“Privacy Statement”). By accessing or using this Site, you agree to this Agreement and the Privacy Statement. If you do not agree to this Agreement or the Privacy Statement, do not use this Site. By accessing or using the Site, accessing or using any information, services, features, or resources available or enabled by the Site, clicking on a button or taking similar action on any part of the Site, or completing the Site account registration process, you signify your affirmative acceptance of this Agreement and the Privacy Statement and thereby represent that: (1) you have read, understand, and agree to be bound by this Agreement and the Privacy Statement and any future amendments and additions to this Agreement and the Privacy Statement as published from time to time at https://www.livlabsfitness.com/privacy or through the Site; (2) you are of legal age in the jurisdiction in which you reside to form a binding contract with us; (3) your registration and your use of the Site is in compliance with any and all applicable laws and regulations; (4) you have not been previously suspended or removed from the Site or any component thereof by Liv Labs; and (5) you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity you have named as the User (as defined below) during the Site account registration process (if applicable) or on whose behalf you are using the Site and to bind that company, organization or entity to this Agreement. The term “you” refers to you, and the terms “User” and “Users” refer to you and/or all individuals and other persons or entities who access or use the Site, as the context may require.

1. Intellectual Property

1.1. The entire content included in this Site, including, without limitation, text, design, graphics, photographs, images, moving images, sound, illustrations, information, software, products, services, interfaces, or code and the selection and arrangements thereof (“Content”) is copyrighted as a collective work under the United States and other copyright laws, and is the property of Liv Labs. The collective work includes works that are licensed to Liv Labs. All trademarks, service marks, and trade names (collectively, the “Marks”) are proprietary to Liv Labs, or other respective owners that have granted Liv Labs the right and license to use such Marks. Unless otherwise specified, the Site is for your personal and noncommercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell all or any part of the Content except as expressly permitted hereunder or on any portion of the Site, solely as directed therein. Your use of the Site does not confer upon you any intellectual property rights in the Site or Content, which are vested exclusively in Liv Labs and its licensors.

1.2. You agree not to collect and/or use any product descriptions, images, listings or prices displayed on the Site without our prior written consent except for your own personal noncommercial use or to place an order with us. You will not resell any product purchased on the Site to any person or entity.

1.3. You agree that you will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Site or use or access to the Site, including, without limitation, any “scraping” or using any robot, spider or other automated means. Running or displaying this Site or any Content in frames, via “in-line” linking or through similar means on another website without our prior written permission is prohibited. Any permitted links to the Site must comply with all applicable laws, rules and regulations. You may not use any meta tags or other “hidden text” utilizing our name or any Content, or the Marks of any manufacturer of products featured on the Site, without our prior written permission.

2. Modification Of This Agreement

From time to time, Liv Labs may discontinue, add to, remove from or otherwise change this Agreement, or introduce further guidelines governing your use of the Site, in each case at its sole discretion. When we do, the “Last Updated” line above will be revised. You are responsible for regularly reviewing this Agreement. Your continued use of the Site following the posting of changes to this Agreement on this page indicates your acceptance of those revisions. For changes to the provisions regarding text messages, your continued consent to receive Liv Labs text messages will indicate your acceptance of those changes. You agree that posting of any updates to our Site constitutes acceptable notice to you of such updates.

3. Privacy

Use of the Site is also subject to the Privacy Statement. As further described in the Privacy Statement, we use cookies and other technologies to collect information when you visit our Site, including your IP address, web pages you view and links you click. We also use digital cookies in the emails that we send you to let us know you’ve received them. You can delete and decline cookies in your web browser. We may use this information, together with the information you provide us during the registration process on the Site or otherwise, to send you information that may be of interest to you in accordance with our Privacy Statement.

4. Your Account

4.1. In order to access some features of the Site, you may be required to create a User account or profile. You are the sole authorized User of any account you create through the Site. You are solely and fully responsible for all activities that occur under your password or account. We will assume that anyone using the Site or transacting through your account is you. You agree that you shall monitor your account to prevent use by any other person or entity, including, without limitation, minors, and you will accept full responsibility for any unauthorized use of your password or your account by any other person or entity, including, without limitation, minors. Your account is non-transferrable. You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity, nor may you use any other User’s account. You understand and agree that Liv Labs shall have no responsibility for any incident arising out of, or related to, your account settings or any other person’s or entity’s use of your account. Should you suspect that any unauthorized party may be using your password or account, you will notify Liv Labs immediately. At all times, you will ensure that any information you provide to Liv Labs is kept accurate and up-to-date. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an account or use the Site if you have been previously removed by us, or if you have been previously banned from use of the Site.

4.2. You agree that Liv Labs, in its sole discretion, at any time and from time to time may restrict, suspend, or terminate your account for the Site (or any portion thereof) or your use of the Site (or any portion thereof) and remove and discard any Submissions (as defined below), for any reason, including, without limitation, if Liv Labs believes that you may have violated or acted inconsistently with the letter or spirit of this Agreement including, without limitation, the Code of Conduct set forth below. Liv Labs may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to all or any part of the Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Liv Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site for any or no reason. Further, you agree that Liv Labs shall not be liable to you or any third party for any termination of your access to the Site. If your account is cancelled, you may forfeit any pending, current, or future account credits and any other forms of unredeemed value in your account without notice.

4.3. Liv Labs may permit you to register for the Site through, or otherwise associate your account with, certain third-party social networking or integrated services, such as Facebook Connect and Google (“Integrated Service”). By registering for the Site using (or otherwise granting access to your Site account to) an Integrated Service, you agree that Liv Labs may access your Integrated Service’s account information, and you agree to any and all terms and conditions of the Integrated Service regarding your use of the Site via the Integrated Service. If you determine to share any information about any Liv Labs products through an Integrated Service, including through links provided by Liv Labs through the Site, you may be able to post such information directly to your profile at the Integrated Service without leaving the Site. You agree that you are solely responsible for your interactions with the Integrated Service as a result of accessing the Site through the Integrated Service or providing the Integrated Service with access to your Site account. Liv Labs does not control the practices of Integrated Services, and you are advised to read the privacy policy and terms and conditions of any Integrated Service that you use to understand their practices.

5. User Submissions

5.1. The Site may now or in the future permit you or other Users to submit text, photographs, videos, posts, communications, music, audio/sound recording, artwork, ratings, reviews, ideas, suggestions, feedback, proposals or other materials or information to the Site (“Submissions”) and/or provide for the hosting, sharing, and/or publishing of such Submissions. You understand that whether or not such Submissions are published, Liv Labs does not provide any confidentiality with respect to any Submissions, so you should assume that all Submissions are public and act accordingly.

5.2. This Agreement governs your conduct, your rights, and Liv Labs’ rights with respect to any Submission. When you submit a Submission, you agree and represent and warrant to Liv Labs as follows:

(a) your Submission is original, accurate, created by you, and not an impersonation;

(b) you are currently a bona fide user of the Liv Labs product(s) mentioned in your Submission and your Submission reflects your true and honest opinion of and current experience with the Liv Labs product(s);

(c)your Submission may be used by Liv Labs to develop or modify new and existing products and services and that you shall have no rights thereto as a result of having submitted your Submission;

(d) you are over the age of majority, or, if a minor, your parent or legal guardian consents to your Submission;

(e) you are not an employee of Liv Labs nor do you work for an affiliate or agency of Liv Labs hired by Liv Labs to promote and/or sell Liv Labs products; or, if you are an employee of Liv Labs or work for an affiliate or agency of Liv Labs hired by Liv Labs to promote and/or sell Liv Labs products, you agree to include a clear and conspicuous disclosure of your relationship with Liv Labs in your Submission;

(f) your Submission (or any portion of it) has not been included in nor planned for use in any other advertising or promotional materials, for Liv Labs or any third party;

(g) your Submission is made without any prior payment or promise of payment having been made to you or the expectation by you of any payment in return for your proposed Submission; and without any prior benefit having been made to you or the expectation of any future benefit, from Liv Labs or any third party, except for the possibility of having your Submission used for Liv Labs’ promotional purposes, or, if you did receive a benefit, you clearly disclose the details of the benefit in your Submission;

(h) your Submission is not false, misleading, offensive, profane, vulgar, obscene, derogatory, defamatory, libelous, slanderous, or otherwise inappropriate;

(i) your Submission does not contain content which infringes any third party’s copyright, patent, trademark, trade secret, right of publicity, right of privacy, moral rights, and/or any other applicable personal or proprietary rights;

(j) your Submission does not contain content which violates any law, statute, ordinance or regulation or content that engages in, encourages, advocates, or provides instructions for conduct that would constitute a criminal or civil offense under any law, statute, ordinance or regulation;

(k) your Submission does not contain material or content that is, or may reasonably be considered to be, hate speech, whether directed at an individual or group, or that is otherwise objectionable, offensive, indecent, vulgar, threatening or harassing to any individual or entity;

(l) your Submission does not contain content or materials intended to create disruption or to mislead others, such as posting multiple Submissions in an effort to monopolize a forum or posting a Submission unrelated to the forum’s designated topic or theme;

(m) your Submission does not contain content which includes third party websites, addresses, email addresses, contact information, phone numbers, other information or opinions about an identified or reasonably identifiable individual or private information (including sensitive information) without obtaining prior consent from that individual for sharing such information with Liv Labs;

(n) your Submission does not contain programming or materials containing any Trojan horses, viruses, worms, harmful code, or other potentially damaging information, programs, or file; and

(o) Liv Labs’ use of your Submission does not violate this Agreement and will not cause injury to any person or entity.

5.3. If the Submission is related in any way to a promotion, sweepstakes, contest, giveaway, or similar program, additional terms may apply.

5.4. Liv Labs does not and cannot review all Submissions posted to or created by Users accessing the Site and is not in any manner responsible for the content of these Submissions. You acknowledge that by providing you with the ability to view and distribute User generated content on the Site, Liv Labs is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any Submissions or activities on the Site. Liv Labs will have no obligation to post or use any Submission(s). Liv Labs reserves the right to remove or refuse to post any Submission for any or no reason in our sole discretion, and to take any other action with respect to any Submission that we deem necessary or appropriate in our sole discretion, including, without limitation, if we believe that such Submission violates this Agreement, including the Code of Conduct set forth below. Any opinions, advice, statements, services, offers or other information contained in Submissions expressed or made available on the Site are those of the respective author(s) or distributor(s) and not of Liv Labs. Liv Labs does not endorse any Submission or any opinion, recommendation or advice expressed therein, does not guarantee the accuracy, completeness or usefulness of any Submission and disclaims all liability with respect thereto. Note that any personally identifiable information you may post or transmit will be treated by Liv Labs in accordance with the Privacy Statement. Except for any personally identifiable information we may collect from you under the guidelines established in the Privacy Statement, any Submission will be considered non-confidential and non-proprietary.

5.5. By submitting a Submission, you grant to Liv Labs a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sublicenseable and transferable right and license to use, monitor, review, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, display, and perform such Submission(s) and your name, nickname, user name, biographical information, vocal recordings of you, and/or any illustrations, photographic or videographic clips, portraits, likenesses or pictures of you or any other indicia of your right of publicity rights as contained in such Submission(s), in whole or in part, in any media, format or technology, online or offline, whether now known or hereafter discovered, and in any manner, including, without limitation, all promotional, public viewing and/or commenting (whether on Liv Labs’ web pages or on third party web pages), advertising, marketing, merchandising, publicity, and commercial uses and ancillary uses thereof, without any further notice or payment to or permission needed from you (except where prohibited by law).

5.6. You agree to waive any applicable moral rights as contained in your Submission(s) for any of the proposed uses listed above.

5.7. By submitting a Submission, you agree to release, hold harmless and indemnify on behalf of yourself and your successors, assigns and representatives, Liv Labs and each of its respective officers, directors and employees from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with the use of such Submission, including, without limitation, any and all claims for false advertising, copyright or any other intellectual property infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limiting the foregoing, in no event will you be entitled to, and you waive any right to, enjoin, restrain or interfere with use of the Submission or the exploitation of any of Liv Labs’ rights as noted above.

5.8. You understand that Liv Labs is relying upon your representations, grants of rights, waivers, licenses and releases contained in this Agreement in permitting you to submit a Submission. You acknowledge that you may not terminate or rescind the representations, grants of rights, waivers, licenses or the releases contained in this Agreement.

5.9. Liv Labs does not guarantee that you will have any opportunity to edit or delete your Submission once submitted.

6. Code of Conduct

6.1.By accessing or using the Site or any feature provided through the Site, including, without limitation, when submitting a Submission, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person or entity to:

(a) Use the Site in breach of this Agreement;

(b) Reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site or use or access to the Site;

(c) Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;

(d) Impersonate another person or entity or falsely claim an affiliation with any person or entity;

(e) Promote, solicit, or participate in any multilevel marketing or pyramid schemes or otherwise use the Site for your own commercial purposes, including, without limitation, to advertise, solicit or sell to other Users;

(f) Solicit personally identifiable information from or exploit any individual, including, without limitation, those under eighteen (18) years of age;

(g) Engage in any disruptive activity such as sending multiple messages in an effort to monopolize a forum or posting content unrelated to a forum’s designated topic or theme;

(h) Introduce viruses, worms, Trojan horses, harmful code, or any software or other materials that contain a component harmful to the website, remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict the use or copying of any Content accessible through the Site, or features that enforce limitations on the use of the Site, or use the Site in any way that could damage, disable, overburden or impair Liv Labs’ servers or networks;

(i) Gain unauthorized access to any computer system or nonpublic portion of the Site or interfere with or disrupt the Site, servers, or networks connected to the Site;

(j) Invade the privacy of any person, including posting personally identifying or otherwise private or sensitive information about a person without their consent or harvesting personally identifiable information about the Site’s Users;

(k) Engage in, encourage, advocate, provide instructions for or discuss with the intent to commit conduct that would constitute a criminal or civil offense or otherwise violate any federal, state, local, or international law or regulation;

(l) Assert, or authorize, assist or encourage any third party to assert, against Liv Labs or any of its affiliates or licensors, any patent infringement or other intellectual property infringement claim regarding any Content or any Submission; or

(m) Make any Submission in violation of this Agreement, including, without limitation, the restrictions set forth in Section 5.

6.2. Liv Labs cannot and does not assure that other Users are or will be compliant with the foregoing Code of Conduct or any other provisions of this Agreement, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

7. Third-Party Links

7.1. The Site may contain links to other sites on the Internet that are owned and operated by third parties (the “External Sites”). Even if the third party is affiliated with Liv Labs, Liv Labs has no control over these External Sites, all of which have separate privacy policies, data collection practices and terms and conditions independent of Liv Labs to which you may be subject when using such External Sites. Liv Labs has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices, the terms and conditions or the content of such External Sites. These External Sites are only linked for your convenience and therefore you access them at your own risk. Links do not imply that Liv Labs sponsors, endorses, is affiliated with or associated with any External Site, has been legally authorized to use any Mark displayed on or accessible through such External Sites, or has taken any steps to confirm the accuracy or reliability of any of the information contained therein. We will not warn you when you are leaving the Site and accessing an External Site.

7.2. Liv Labs cannot ensure that you will be satisfied with any products or services that you purchase from External Sites or services that link to or from the Site, since such websites and services are owned and operated by independent third parties. Liv Labs does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party, and you hereby irrevocably waive any claim against us with respect to such third parties and their websites and services. Liv Labs strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party.

8. Online Purchases and Other Terms and Conditions

8.1. Liv Labs offers products and services for a fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with any products you may purchase. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms and terminate your access to the Site until all fees have been paid in full. Fees may vary based on your location and other factors, and Liv Labs reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant services. All credit card payment information will be submitted through a third-party payment processor (“Payment Processor”). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. Your connection with our servers and the Payment Processor is made using the standard security protocol for handling sensitive information, and your payment information will not be redistributed.

8.2. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We do not yet accept payments. You represent and warrant that (a) the credit card information you supply to us is true, correct and complete, (b) you are duly authorized to use such credit card for the purchase, (c) charges incurred by you will be honored by your credit card company, and (d) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. Transactions processed via the Site may be subject to the terms and conditions and privacy policies of the applicable Payment Processor as described above.

9. Electronic Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. We may in our discretion communicate with you electronically, including, without limitation, by posting notices on the Site or by responding to you via e-mail. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

10. SMS and WhatsApp Terms and Conditions

10.1. Program Description. By checking the box to sign up for one or more text or WhatsApp messaging programs, you expressly consent to receive non-marketing and marketing text or WhatsApp messages from Liv Labs and others communicating on its behalf, including text  or WhatsApp messages made with an autodialer, at the telephone number(s) that you provide.  You may opt-out of these communications at any time, and consent to receive marketing text or WhatsApp messages is not required to purchase any goods or services. Liv Labs text and WharsApp messages are intended to provide you with information about our upcoming deliveries and Liv Labs’ goods and services (e.g., Liv Labs-sponsored training, events, coupons, promotions, product launches, sweepstakes, and contests).

10.2. Message Frequency. The number of Liv Labs text or WhatsApp messages that you receive will vary depending on how many of Liv Labs’ text or WhatsApp messaging programs you enroll in.

10.3. Cost. Message and data rates may apply to each text or WhatsApp message sent or received in connection with Liv Labs text and WhatsApp messages, as provided in your mobile telephone service rate plan (please contact your mobile telephone carrier for pricing plans), in addition to any applicable roaming charges.  Liv Labs does not impose a separate fee for sending Liv Labs text and WhatsApp messages.

10.4. Supported Carriers. Supported carriers may change from time to time.

10.5. How to Opt-In. To opt-in to receive text or WhatsApp messages from a Liv Labs text and WhatsApp messaging program(s), please check the applicable box in a program registration process or on your user account page.

10.6. How to Opt-Out. To stop receiving text or WhatsApp messages from a specific Liv Labs text and WhatsApp messaging program, text STOP to the five digit short code for the text messaging program from which you no longer wish to receive message (i.e., the five digit number from which its text messages are being sent).  You will then receive confirmation of your opt-out of that text messaging program.  This will only opt you out of the specific text messaging program associated with that five-digit short code.  You will remain opted in to other Liv Labs text messaging programs.

10.7. Your Mobile Telephone Number. You represent that you are the account holder for the mobile telephone number(s) that you provide.  You are responsible for notifying Liv Labs immediately if you change your mobile telephone number.  You may notify Liv Labs of a number change by emailing liv@livalabsfitness.com.

10.8. Access or Delivery to Mobile Network is Not Guaranteed. Delivery of information and content to a mobile device may fail due to a variety of circumstances or conditions.  You understand and acknowledge that network services, including, without limitation, mobile network services, are outside of Liv Labs’ control, and Liv Labs is not responsible or liable for issues arising from them.

10.9. Eligibility. To receive Liv Labs text or WhatsApp messages, you must be a resident of the United States and 18 years of age or older.  Liv Labs reserves the right to require you to prove that you are at least 18 years of age.

10.10. Termination of Text or WhatsApp Messaging. Liv Labs may suspend or terminate your receipt of Liv Labs text or WhatsApp messages if Liv Labs believes you are in breach of this Agreement, including, without limitation, Section 10.  Your receipt of Liv Labs text or WhatsApp messages is also subject to termination in the event that your mobile telephone service terminates or lapses.  Liv Labs reserves the right to modify or discontinue, temporarily or permanently, all or any part of Liv Labs text and WhatsApp messages, with or without notice.

11. Geographic Scope of Site and Product Claims

Liv Labs controls and operates the Site from within the United States of America. Each claim or statement about the effectiveness of Liv Labs products and/or each claim or statement comparing the effectiveness of Liv Labs products to the effectiveness of other products is expressly limited to the United States, unless otherwise disclosed on the Site. Unless otherwise specified in or by the Site, the Site is intended to promote only those Liv Labs products and services that are sold by Liv Labs in the United States and its territories, and Liv Labs makes no representation that materials on the Site or the products and services described thereby are appropriate or available for use in other locations. Liv Labs makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

12. Contents of the Site – Disclaimer

The Content (including any graphics, software, recommendations or other materials) and any other materials made available through the Site are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, Liv Labs disclaims all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Liv Labs does not warrant or make any representations regarding the use or the results of the use of the Content in terms of its correctness, accuracy, reliability, or otherwise. The Content could include technical inaccuracies or typographical errors. The Content could be inaccurate or become inaccurate as a result of development occurring after its initial date of publication. Liv Labs undertakes no obligation to verify or maintain the accuracy of such information. Liv Labs reserves the right to withdraw or amend the Site, and any Content we provide on the Site, in our sole discretion without notice, at any time and from time to time, on a temporary or permanent basis. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Site. We may update the Content from time to time, but it is not necessarily complete or up-to-date. Any of the Content may be out of date at any given time, and we are under no obligation to update such Content.

13. Operation of the Site – Disclaimer

Liv Labs endeavors to maintain the Site and its operation, but is not, and cannot be, responsible for the results of any defects that may exist in the Site or its operation. The Site may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in the Privacy Statement or as otherwise required by applicable law, we are not responsible for any delays, delivery failures, or other economic damage resulting from such problems. As to the operation of the Site, to the fullest extent permissible pursuant to applicable law, Liv Labs expressly disclaims all warranties of any kind, whether express or implied, including, without limitation, all implied warranties of merchantability or fitness for a particular purpose, title and non-infringement. Liv Labs makes no warranty that (a) the operation of the Site will meet the User’s requirements; (b) access to the Site will be uninterrupted, timely, secure, free of viruses, worms, Trojan Horses or other harmful components, or free of defects or errors; (c) the results that may be obtained from the use of the Site will be accurate or reliable; (d) defects will be corrected; (e) access to and use of the Site will may not lead to personal injury or property damage, of any nature whatsoever; or (f) personal information and/or financial information stored on our servers will remain secure. You (and not Liv Labs) assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment, software  or data as a result of any viruses, errors or any other problems whatsoever you may have as a result of visiting the Site. You agree to promptly report any errors, bugs or other technological issues arising in the course of your use of the Site to Liv Labs.

14. Limitation of Liability

14.1. IN NO EVENT SHALL LIV LABS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF LIV LABS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.2. If the foregoing limitation of liability is held to be unenforceable, Liv Labs’ maximum liability to you shall not exceed the amount paid by you for the products or services you have ordered through the Site. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so the above limitations and exclusion may not apply to you to the extent such jurisdiction’s law is applicable to this Agreement. If the law applies to you and your use of the Site does not permit the waiver by you of any rights or remedies, this Agreement does not require you to waive any of such rights.

15. Indemnification

You agree to indemnify, defend, and hold harmless Liv Labs, its officers, directors, employees, agents, licensors, affiliates and suppliers from and against all losses, expenses, claims, actions, penalties, fines, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of this Agreement, your Submissions, your use or misuse of the Site (including negligent or wrongful conduct), your violation of applicable laws, rules or regulations in any jurisdiction related to your use of the Site, and/or the use of the Site for which you have registered by any other person using your User account. You further agree to indemnify Liv Labs, its officers, directors, employees, agents, licensors, affiliates and suppliers in full for all losses, expenses, claims, actions, penalties, fines, damages and costs, including reasonable attorney’s fees, related to or caused in whole or in part by your failure to notify Liv Labs if you change your telephone number, including, but not limited to, all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act. You agree that this Section 15 will survive any termination of your account or this Agreement.

16. Mobile

16.1. The Site may offer features and services that are available to you via your mobile phone. These features and services may include, without limitation, the ability to browse the Site from your mobile device, upload content to the Site, receive messages from the Site, download applications to your mobile phone or access Site features (collectively, the “Mobile Features”). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions on how to opt-out of certain Mobile Features will be disclosed in connection with those Mobile Features. The instructions will typically require you to text a keyword (e.g., “STOP,” “CANCEL,” “END,” “UNSUBSCRIBE,” “QUIT,” etc.) to the applicable shortcode for the Mobile Feature.

16.2. You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Liv Labs or other parties. Further, we may collect information related to your use of the Mobile Features.

17. Notices And Procedures For Making Claims Of Copyright Infringement

17.1. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Site’s designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

17.2. Liv Labs respects the intellectual property of others, and we ask our Users and visitors to the Site to do the same. Liv Labs will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Liv Labs will act to remove or disable access to any Content or Submission found to be infringing or found to be the subject of infringing activity by us in our sole discretion and will act to remove or disable access to any reference or link to Content that is found to be infringing.

17.3. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Liv Labs the following information. Please be advised that to be effective, your notice must include ALL of the following:

(a) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;

(b) a description of the copyrighted work that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Site;

(d) your address, telephone number, and email address and all other information reasonably sufficient to permit Liv Labs to contact you;

(e) 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; and

(f) 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 authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17.4. Notices of claimed copyright infringement should be directed to the address specified in Section 18.1. If sent by email, please include “Notice of Infringement” in the subject line.

 

18. Miscellaneous

18.1. Notices. Notices under this Agreement shall be in writing and sufficient if delivered personally, sent by nationally recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested, or by telecopy or facsimile transmission if no delivery error is received, addressed as follows:

Liv Labs, Inc.

Attn.: Legal Department

1415 Lake Avenue, Ste 2

Wilmette, IL 60091-1630

Email: liv@livlabsfitness.com

18.2. Entire Agreement. This Agreement, including, without limitation, the incorporated Privacy Statement, and other terms incorporated by reference herein, constitutes the final, complete and exclusive agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

18.3. Survival. Unless expressly terminated by Liv Labs, the obligations contained in Sections 1, 5.5, 5.7, 14, 15 and 18 will survive the termination of this Agreement and continue to be binding on each User. The covenants made in Sections 1, 5.5, 5.7, 14, 15 and 18 are to be construed as agreements independent of any other provision of this Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision of this Agreement.

18.4. Applicable Law and Disputes.

(a) To the fullest extent permitted by law, this Agreement shall be governed by and interpreted in all respects in accordance with the substantive laws of the State of Delaware, without regard to its choice of law provisions. You agree that except as specified herein, any disputes directly or indirectly arising out of or relating to this Agreement or the Site (including the purchase of Liv Labs products via the Site) shall be resolved exclusively in the state or federal courts located in Illinois. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute. You acknowledge that any unauthorized use of any Content could cause irreparable harm to us and agree that in the event of any such unauthorized use, we will be entitled to an injunction in addition to any other remedies available at law or in equity. Without limiting the remedies available under Section 18.4(b), the parties have the right to pursue equitable relief under this Agreement during the pendency of any claim.

(b) The foregoing notwithstanding, you agree that Liv Labs, at its sole discretion, may require you to submit any disputes directly or indirectly arising out of or relating to this Agreement or the Site exclusively to final and binding arbitration taking place in Chicago, Illinois under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding such Rules, however, such proceeding shall be governed by the laws of the State of Delaware. Any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.

(c) Any cause of action or claim you may have directly or indirectly arising out of or relating to this Agreement or the Site (including the purchase of Liv Labs products via the Site) must be commenced within one (1) year after the claim or cause of action arises.

(d) You are solely responsible for your interactions with other Users and shall look solely to such Users and not Liv Labs for any damage, claim, liability or dispute with respect thereto.

18.5. Force Majeure. Liv Labs shall not have any liability to you to the extent it is prevented or delayed from performing, in whole or in part, including, without limitation, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Liv Labs.

18.6. Assignment. You may not assign this Agreement, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the prior written consent of Liv Labs. Any attempted assignment that does not comply with this Agreement shall be null and void. Liv Labs may assign this Agreement, in whole or in part, to any third party in its sole discretion.

18.7. Paragraph Headings. The paragraph headings in this Agreement are only for convenience and have no legal effect.

18.8. Severability. If any section or sections of this Agreement are held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, such holding shall not in any way affect the enforceability of the remaining sections.

18.9. No Waiver. No failure on the part of Liv Labs to enforce any part of this Agreement shall constitute a waiver of any of Liv Labs’ rights under this Agreement whether for part or future actions on the part of any person. Neither the receipt of any funds by Liv Labs nor the reliance of any person on Liv Labs’ actions shall be deemed to constitute a waiver of any part of this Agreement. Only a specific, written waiver signed by an authorized representative of Liv Labs shall have any legal effect whatsoever. 

 

Last Updated: July 29, 2019