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Terms of Service

TERMS OF SERVICE

Last Updated as of October 2024

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

1. Definitions and Interpretation

Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the indicated meanings set forth in Exhibit “A” attached hereto.

2. Acceptance

a. By directly or indirectly accessing or making use of the Services of Outright Fitness LLC. (the “Vendor”), and/or by clicking the acceptance button, you: (i) signify your agreement to be bound by the terms and conditions set out in this Terms of Service (including its Exhibit) and the Vendor’s privacy policy found at https://outrightfitnessapp.com/privacy-policy/ incorporated herein by reference (collectively, the “Terms of Service”); and (ii) represent and warrant that you are older than 18 years of age and that you have, and at all times shall have, the necessary power, capacity, and authority to enter into, abide by, comply with, and perform your obligations under the Terms of Service.

b. The Vendor reserves the right, at its sole discretion, to amend the Terms of Service at any time and without notice. The most current version will always be available at https://outrightfitnessapp.com/legal. You acknowledge and agree that continued use of the Services following any amendment signifies your acceptance of the updated Terms of Service.

c. Subject to the Terms of Service, if you do not agree to the Terms of Service or any subsequent amendments, you and your Agents cannot use the Services, and any Terms of Service previously entered into must forthwith be terminated by you pursuant to Section 15(a).

3. Special Consents and Acknowledgments

a. YOU ACKNOWLEDGE AND AGREE THAT:

i. IF YOU HAVE AN EMERGENCY, URGENT HEALTH CONCERN, OR NEED TO OBTAIN MEDICAL ADVICE, YOU SHOULD REFRAIN FROM USING THE SERVICES AND SHOULD IMMEDIATELY CONTACT YOUR PHYSICIAN OR GO TO THE NEAREST HOSPITAL;

ii. THE INFORMATION CONTAINED WITHIN THE SERVICES AND THE CONTENT IS GENERAL IN NATURE, AND NOTHING CONSTITUTES MEDICAL ADVICE. YOU SHOULD NOT RELY ON ANYTHING CONTAINED WITHIN THE SERVICES AS A SUBSTITUTE FOR APPROPRIATE MEDICAL CARE OR TIMELY CONTACT WITH YOUR PHYSICIAN;

iii. THE VENDOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING WORKOUT PLANS, EXERCISE VIDEOS, OR TRAINERS, AND YOUR INTERACTIONS WITH TRAINERS ARE AT YOUR OWN RISK;

iv. YOU SHOULD NEVER CHANGE OR STOP ANY COURSE OF MEDICAL TREATMENT WITHOUT FIRST CONSULTING YOUR PHYSICIAN; AND

v. PARTICIPATING IN ANY EXERCISE PROGRAM OR DIET CAN CAUSE INJURY, AND YOU CHOOSE TO DO SO AT YOUR OWN RISK.

4. License to Use Services

a. Subject to your compliance with the Terms of Service, the Vendor grants you a revocable, personal, non-exclusive, non-sublicensable, non-assignable, and non-transferable license to use the Services procured or purchased by you.

b. All right, title, interest, and intellectual property rights in the Services and Vendor trademarks remain the exclusive property of the Vendor and its licensors.

c. The Vendor reserves all rights not expressly granted to you in the Terms of Service.

5. Information and Access IDs

a. To use the Services, you must provide accurate and complete information, including your full legal name, address, email, and phone number. You may also be asked to provide payment details for any Fees and Charges related to the Services.

b. You agree to: (i) maintain the security of your Access IDs, (ii) prevent unauthorized access to the Services, and (iii) promptly notify the Vendor of any unauthorized access.

6. Payment Processing

Payment processing services are provided by Stripe and PayPal (the “Payment Processing Services Providers”). You authorize the Vendor to share financial information with these providers as necessary for payment processing. The Vendor is not responsible for the actions or errors of these third-party providers.

7. Payment of Fees to Vendor

a. If you are an Outright Fitness Customer, you agree to:

i. PAY MONTHLY FEES BASED ON YOUR SUBSCRIPTION PLAN. SUBSCRIPTIONS ARE MONTH-TO-MONTH WITH NO CONTRACT. YOU MUST CANCEL YOUR SUBSCRIPTION BY LOGGING INTO YOUR ACCOUNT BEFORE YOUR NEXT BILLING DATE. ALL ACCOUNTS ARE SELF-MANAGED.

ii. The Vendor offers 3-7 day trial periods for certain services. After the trial, subscriptions will automatically renew unless cancelled by you.

iii. If you fail to pay Fees, the Vendor may suspend or terminate your access to the Services, and interest may be charged on overdue amounts at 10% per annum or the highest legal rate.

iv. All payments are non-refundable, and you agree to pay all applicable taxes and fees.

8. Products and Services, Trainerize Pay, and Payment Facilitation

a. As a Trainee, you agree that any charges for services or goods received through the Services are non-refundable unless determined otherwise by the Vendor.

b. As a Service Provider, you agree to comply with the terms and fees of the Payment Processing Services Providers.

9. General Use of the Services – Permissions and Restrictions

a. You shall not use the Services to violate the rights of others or engage in illegal activities.

b. You shall not interfere with the Services or their associated networks.

10. Content

All videos are hosted via YouTube. By using the Services, you agree to comply with YouTube’s Terms of Service. The Vendor uses Zapier for automation processes, and your data may pass through these services.

11. Termination, Modification, and Suspension

The Vendor may terminate, suspend, or modify your access to the Services at any time without notice for any reason, including failure to comply with these Terms of Service.

12. Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS,” AND THE VENDOR MAKES NO WARRANTIES REGARDING THE SERVICES OR CONTENT PROVIDED.

13. Limitation of Liability

THE VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES.

14. Indemnity by You

You agree to indemnify and hold harmless the Vendor from any claims or damages arising from your use of the Services.

15. Updates and Availability of Services

The Vendor may provide updates to the Services at its discretion. The Services may be interrupted for maintenance or other reasons.

16. Contact the Vendor

If you have any questions, complaints, or claims, please contact us at info@outrightfitness.com.

 

EXHIBIT “A”
DEFINITIONS AND INTERPRETATION

“Access IDs” means the unique identification names and corresponding passwords assigned to a Outright Fitness Customer and the Trainers and Trainees who have been authorized to access and use the Services procured by such Outright Fitness Customer, and allowing such persons to access and use the Services, and “Access ID” shall be construed accordingly.

 

“Agents” means, with respect to a Party, such Party’s agents, employees, consultants, contractors and/or other authorized representatives, and “Agent” shall be construed accordingly.
“Content” means any material posted on, submitted on, uploaded to, made available to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information.

 

“Fee Schedule” means the Vendor’s fee schedule, as provided by the Vendor to certain users of the Services from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.

 

“In-Application Purchases” means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by a Outright Fitness Customer.

 

“Parties” means the parties to the Terms of Service, and “Party” shall be construed accordingly.

 

“Services” means the services offered or made available by the Vendor, including without limitation the Trainerize software as a service platform, and any website, application or widget associated therewith, as modified by the Vendor by way of Updates from time to time.

 

“Trainee” means a person directly or indirectly accessing or making use of the Services procured by a Outright Fitness Customer as a trainee, including without limitation, for the purpose of accessing, obtaining or otherwise acquiring fitness training services from the Outright Fitness Customer and/or a Trainer, and “Trainees” shall be construed accordingly.

 

“Trainer” means a person directly or indirectly accessing or making use of the Services procured by a Outright Fitness Customer as a trainer, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training services to one or more Trainees, and “Trainers” shall be construed accordingly.

 

“Trial Subscription Plans” means the free or discounted Subscription Plans, and “Trial Subscription Plan” shall be construed accordingly.

 

“Outright Fitness Customer” means a person who procures Services from the Vendor, including without limitation, by placing an order for a specific Usage Plan with the Vendor, thereby allowing access to, and use of, such Services by the Outright Fitness Customer and the related Trainers and Trainees, and “Outright Fitness Customers” shall be construed accordingly.

 

“Updates” means versions of the Services that contain functional enhancements, modifications, error corrections and/or fixes relating to the Services, and “Update” shall be construed accordingly.

 

“Subscription Plans” means the access plans to the Services offered for sale or, with respect to certain Trial Subscription Plans, on a no-charge basis, by the Vendor to Outright Fitness Customers, each such plan allowing the Outright Fitness Customer and a certain set number of Trainers and Trainees to access and use the Services or certain features thereof procured by the Outright Fitness Customer, through the use of Access IDs, and “Usage Plan” shall be construed accordingly.

 

“you”, “your” and/or “yourself” means either the Outright Fitness Customer, Trainer or Trainee entering into the Terms of Service, as applicable.

 

“Your Content” means Content posted, submitted, made available, uploaded and/or displayed on or through the Services by you or your Agents, whether directly or through third party sites, applications or products (including without limitation any media (including photos, videos and accompanying music), fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third party site, application or product and any and all information you upload or make available through any document management features of the Services).

Affiliate Program Terms of Agreement

AFFILIATE PROGRAM TERMS AGREEMENT

Last Updated: October 23, 2024

PLEASE READ THIS AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and Outright Fitness LLC (“Outright Fitness”). It describes how we will work together and other aspects of our business relationship. While some language is necessarily legal, we aim to make this as clear as possible.

This agreement applies to your participation in the Outright Fitness Affiliate Program (the “Affiliate Program”). These terms are important, and you cannot participate in our Affiliate Program unless you agree to them.

We may update these terms periodically. If the Affiliate Program changes or ends, we may replace these terms entirely. If we update or replace the terms, we will notify you electronically, either through an in-app notification or by email. If you do not agree to the changes, you may terminate your participation as described below.

Definitions

  • Outright Fitness App: Refers to any company or product owned or operated by Outright Fitness LLC.
  • Affiliate Program: Refers to the Outright Fitness affiliate program outlined in this Agreement.
  • Affiliate Lead: A potential customer who clicks on your Affiliate Link or uses a coupon code provided through the Affiliate Dashboard.
  • Affiliate Link: The unique tracking link you place on your website or promote through other channels.
  • Coupon Code: A unique tracking code you promote on your website or through other channels.
  • Affiliate Policies: The rules and guidelines applicable to affiliates, made available by Outright Fitness from time to time.
  • Affiliate Dashboard: The digital platform you access after being accepted into the Affiliate Program to manage and track your participation.
  • Commission: The amount payable to you, described in the Affiliate Dashboard or Program Policies, for each qualifying Customer Transaction.
  • Customer: A paying user of Outright Fitness products who was referred by an Affiliate Lead.
  • Customer Transactions: Purchases made by Affiliate Leads that qualify for Commission.
  • Customer Data: Information submitted or collected by the Customer via the Outright Fitness Products.
  • Outright Fitness Products: Includes Subscription Services and Other Products offered by Outright Fitness, excluding in-person gym services or personal training.
  • Program Policies Page: The landing page where the current guidelines for the Affiliate Program are maintained: https://outrightfitnessapp.com/legal.
  • Other Products: Includes products and services offered by Outright Fitness that are not part of the Subscription Service, such as equipment, supplements, memberships, and in-person training.
  • Subscription Service: The app-based personal training service provided by Outright Fitness.
  • We/Us/Our: Refers to Outright Fitness LLC.
  • You/Affiliate: Refers to the party entering into this agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive relationship between you and Outright Fitness. Both parties retain the right to recommend or work with similar products, services, or third parties.

Affiliate Acceptance

After you apply to become an Affiliate, we will review your application and notify you if you are accepted. We may ask for additional information before accepting your application and may set certain requirements. If you are not notified of acceptance within 30 days of your application, it is considered rejected. If accepted, this Agreement becomes effective immediately and remains in force until terminated as outlined below.

Customer Transactions

  • Affiliate Program Limits: An accepted Affiliate Lead will expire after a certain time (as outlined in the Affiliate Dashboard or Program Policies) unless a qualifying Customer Transaction occurs.
  • Commission Eligibility: You will receive a Commission only for the first Customer Transaction after the Affiliate Lead’s click. You will not receive additional Commission for subsequent purchases made by the same Customer.
  • Eligibility: To be eligible for Commission, the Affiliate Lead must be valid according to the “Validity” section, the Customer Transaction must occur, and the Customer must remain active during the locking period.
  • Validity and Acceptance: An Affiliate Lead is valid if it is a new customer and not involved in an active sales process with Outright Fitness. If a customer doesn’t complete a transaction within the specified time, you will not be eligible for Commission.

Engagement with Prospects

Once we receive an Affiliate Lead, we may engage with that prospect directly. We may choose to keep the lead in our database and engage with it, regardless of its validity. How we engage is at our discretion.

Commission and Payment

  • Commission Requirements: To receive Commission, you must:
    1. Agree to the terms of this Agreement.
    2. Have a valid payment method on file in the Affiliate Dashboard.
    3. Complete all required tax documentation.
  • Commission Payment: We will determine the payment currency and conversion rate. We will not pay more than one Commission per Customer Transaction, except at our discretion.
  • Taxes: You are responsible for any taxes or fees associated with your Commission.
  • Commission Changes: We reserve the right to adjust the Commission rates as listed in the Affiliate Dashboard.

Training and Support

We may provide training resources, such as webinars, as part of the Affiliate Program. You agree to encourage your team to participate in any recommended training.

Trademark Use

You grant us the right to use your trademarks in connection with the Affiliate Program. In return, we may provide you with our trademark, provided you follow our Trademark Usage Guidelines. Misuse of trademarks or branding is prohibited.

Proprietary Rights

  • Outright Fitness: We retain ownership of all proprietary rights to the Outright Fitness Products. You agree not to copy, sell, or distribute our content without permission.
  • Customer Rights: Customers retain rights to their data submitted through the Outright Fitness Products.

Opt-Out and Unsubscribe Compliance

You must comply with all requests to opt out, unsubscribe, or “do not contact” as required by law.

Term and Termination

  • Term: This Agreement is effective for as long as you participate in the Affiliate Program.
  • Termination Without Cause: Either party can terminate the Agreement with 30 days’ written notice.
  • Termination for Cause: We may terminate this Agreement immediately if:
    • You breach a material term of the Agreement and fail to fix it within 14 days.
    • You become insolvent.
    • Your actions negatively impact Outright Fitness’s reputation or prospects.
  • Effect of Termination: Upon termination, you must discontinue use of the Affiliate Dashboard and cease using any Outright Fitness trademarks.

Affiliate Representations and Warranties

You warrant that:

  • You have the rights to participate in the Affiliate Program.
  • You will comply with all legal requirements related to the program.
  • You will not use your own affiliate link to purchase products for yourself.

Pay-per-click (PPC) and Social Media Restrictions

  • PPC: You may not bid on our restricted terms in search or content-based campaigns.
  • Social Media: You are prohibited from using our trademarks in social media accounts or misleading claims.

Indemnification

You agree to indemnify and hold us harmless from any claims related to your participation in the Affiliate Program.

Disclaimers and Limitation of Liability

  • No Warranties: Outright Fitness makes no warranties about the suitability, reliability, or availability of the Affiliate Dashboard or Outright Fitness Products.
  • Limitation of Liability: Our liability to you is limited to the amount of Commission earned in the 12 months preceding the claim.

General

  • Amendment: We may update this Agreement. If you do not agree to the updated terms, you may terminate as described.
  • Governing Law: This Agreement is governed by Texas law, and any disputes will be resolved in Austin, Texas.
  • Force Majeure: Neither party will be liable for failure to perform due to events outside of their control.

Affiliate Program Policy

AFFILIATE PROGRAM POLICY

Last Updated: October 23, 2024

All Outright Fitness Affiliates must agree to these terms and remain in compliance. Below is everything you need to know to be an Outright Fitness Affiliate, including resources, guidelines, and important legal information.

If you are not yet part of the Outright Fitness Affiliate Program, you can apply here.

If you have any questions or need assistance, please contact us at fitapp@OutrightFitnessApp.com.

Commission

  • Commission Rate: The commission rate is displayed in the Affiliate Dashboard. It may vary at our discretion and will be based on purchases made through your affiliate link or coupon code.

Limitations

  • First Purchase Only: You will earn a commission only for the first purchase made by a new customer who is not already in an active sales process with us at the time of the affiliate link click.
  • Active Customer Requirement: The customer must remain active after completing the 7-day free trial to be eligible for commission.
  • Cookies: Affiliate links rely on cookies to track referrals. If cookies are cleared, we may not be able to track the referral, and commissions may not be paid.
  • Cookie Window: The cookie tracking window may vary.
  • Proper Link Usage: Only correct affiliate links or coupon codes can track referrals. Incorrect usage of links or codes may prevent tracking and result in lost commissions.
  • No Additional Commission on Upgrades: You will only receive a commission on the initial purchase. If a customer upgrades later, no additional commission will be paid. If a customer downgrades, you will receive the commission associated with the downgraded purchase.
  • Attribution: If a customer clicks multiple affiliate links, the last affiliate link clicked gets the credit for the commission. However, Outright Fitness reserves the right to modify this in specific circumstances.

Promoting Outright Fitness

  • Branding Guidelines:
  • Prohibited Marketing Practices:
    • Do not make false or misleading claims about Outright Fitness (e.g., “Lose 30lbs in 30 days with Outright Fitness!”).
    • Do not alter or create custom versions of the Outright Fitness logo, wordmark, or any other branded materials without our approval.

How to Identify Yourself

  • Do: Refer to yourself as an “Outright Fitness Affiliate” or “Affiliate Marketer.”
  • Do Not: Refer to yourself as a “Partner” or imply that you have “partnered with Outright Fitness.” This includes any form of press releases, videos, or written references.

Buying Ads

  • You are prohibited from purchasing ads that compete with Outright Fitness’s own ads (e.g., on branded keywords such as “Outright Fitness” or “Outright Fitness App”).
  • If you run ads, they must direct traffic to your own website, not to outrightfitnessapp.com or a standalone landing page for the affiliate link.

Additional Policies

  • Sharing Placement: You may be required to share the locations where you promote your affiliate links, such as website links, screenshots, or email campaigns.
  • Personal Purchases: You cannot use your own affiliate link to purchase Outright Fitness products or services.
  • FTC Compliance: You must comply with the Federal Trade Commission (FTC) guidelines. This means clearly disclosing that you may earn a commission if someone makes a purchase through your affiliate link.

Additional Details

  • Commission Structure: All commission rates and structures can be found in your Affiliate Dashboard and are subject to change at Outright Fitness’s discretion.
  • Payments: Payments are made based on the terms outlined in the Affiliate Program Agreement.
  • Termination: Either party may terminate the Affiliate relationship as outlined in the Affiliate Program Agreement.
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