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Terms of Use

Terms of Use

Description of Wellfit.com Services and Acceptance of Terms of Use

Welcome to this Wellfit.com Site and subsidiary pages, which is owned and operated by Sports
Club Management, Inc. (“Sports Club” or “we”). The services offered by Sports Club and any
other feature, content, or applications offered from time to time by Sports Club in connection with
Wellfit.com (collectively, “Sports Club Services”) Sports Club is based in the United States and the
Sports Club Services are hosted in the United States.

Sports Club furnishes the Site and the Sports Club Services for your personal enjoyment and
entertainment. By visiting the Site (whether or not you are a registered member) or using the Sports
Club Services, you accept and agree to be bound by this Terms of Use Agreement, including
any future modifications (“Agreement”), and to abide by all applicable laws, rules and regulations
(“Applicable Law”). Please read through this Agreement carefully. Sports Club may modify this
Agreement at any time, and each such modification will be effective upon posting on the Site. All
material modifications will apply prospectively only. Your continued use of the Site or the Sports Club
Services following any such modification constitutes your acceptance and agreement to be bound
by the Agreement as so modified. It is therefore important that you review this Agreement regularly.
If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must
discontinue use of the Sports Club Services immediately. You may receive a copy of this Agreement
by emailing us at: info@wellfit.com; Subject: Terms of Use Agreement.Your access to and use of
certain Sports Club Services may require you to accept additional terms and conditions applicable to
such Sports Club Services, in addition to this Agreement, and may require you to download Software
or Content (each as defined below).

Eligibility for Site Registration and Account Security

Children under the age of 13 are not authorized to post messages or participate in “Forums” (as
defined below) on the Site. All registration information you submit to create an account must be
accurate and must be kept updated. You are responsible for maintaining the confidentiality of your
password and are responsible for all use of your account. It is therefore critical that you do not
share your password with anyone. You agree not to use the account, username, email address
or password of another [member or subscriber] at any time. You agree to notify Sports Club
immediately if you suspect any unauthorized use of, or access to, your account or password.

Termination

This Agreement remains in full force and effect while you use the Sports Club Services. You may
terminate your [account/subscription] on the Site at any time, for any reason, by emailing info
@wellfit.com, Subject: Terminate My Account. Sports Club may terminate your account and/or
access to the Sports Club Services at any time, for any or no reason, with or without prior notice or
explanation, and without liability. Furthermore, even after your user account or access to the Sports
Club Services is terminated, this Agreement will remain in effect. You agree that your account is non
– transferable and any rights to your account terminate upon your death.

Fees

You acknowledge that Sports Club reserves the right to charge subscription fees for any portion
of the Sports Club Services. Sports Club will provide you with at least 30 days advance notice of

any such fees, including any change in the amount of such fees, and a way to cancel your account
or subscription in the event you do not wish to pay the modified fee. If you continue to use the
Sports Club Services after the subscription fee has been increased, you are expressly agreeing to
the increased subscription fee and you will be responsible for paying such subscription fee for the
balance of your subscription. If Sports Club suspends or terminates your account and/or access to
the Sports Club Services because you have breached the Agreement or violated Applicable Law,
you will not be entitled to a refund of any unused portion of such fees or other payments.

Purchasing Site Services or Products

If you purchase any service or product on the Site, (“Site Product”), you may be required to provide
personal information, including credit card and billing information (“Personal Financial Information”),
to an independent third party company (or companies) selected by, but not affiliated with, Sports
Club (the “Processor”). Where the Processor is responsible for collecting, transmitting and/or
processing your Personal Financial Information and, in some instances, for fulfilling your order, all
payment obligations for Site Products shall be governed by the terms of use/service and privacy
policy(ies) of the Processor. If you make a purchase from the Site you are warranting that you are
authorized to make the purchase using the form of payment card that you provide to the Processor.
You must be 18 years of age or older to purchase a Site Product.

Sports Club makes no warranty, and accepts no liability for any loss or damages whatsoever,
relating to or in connection with your placement of an order for a Site Product with the Processor.
Sports Club provides no refunds for purchases you make on the Site. You are solely responsible for
any and all transactions utilizing your Personal Financial Information, including, but not limited to,
any and all charges. You acknowledge and agree that in the event Processor experiences a data
breach that affects your Personal Financial Information, Sports Club will in no way be responsible or
liable to you for any such breach.

Sports Club will not store any record of Personal Financial Information related to purchases or other
transactions you make through the Sports Club Services. You should therefore maintain records of
all your transactions. If you have any questions regarding your transactions or believe that there is
an error or unauthorized transaction or activity associated with transactions utilizing your Personal
Financial Information, you must contact the Processor.

Sports Club Content

The Sports Club Services contain information, text, files, images, images, video, sounds, musical
works, works of authorship, applications, and any other materials or content (collectively, “Content”)
of Sports Club (“Sports Club Content”). Sports Club Content is protected by copyright, trademark,
patent, trade secret and other laws, and as between you and Sports Club, Sports Club owns and
retains all rights in the Sports Club Content and the Sports Club Services. Sports Club hereby
grants you a limited, revocable, nonsublicensable license to access and display the Sports Club
Content (excluding any software code) solely for your personal, non – commercial use in connection
with viewing the Site and using the Sports Club Services. The Sports Club Services may also
contain Content of users and other Sports Club licensors. Except as provided in this Agreement
or as explicitly allowed on the Sports Club Services, you may not copy, download, stream capture,
reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit,
distribute, perform, display, sell or otherwise use any Content appearing on or through the Sports
Club Services.

Except as explicitly and expressly permitted by Sports Club, you are strictly prohibited from creating
works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes,
on – line postcards, montages, mash – ups and similar videos, greeting cards and unlicensed
merchandise) that derive from or are based on the Sports Club Content. This prohibition applies
regardless of whether the derivative works or materials are sold, bartered or given away. You may
not either directly or through the use of any device, software, internet site, web – based service or
other means remove, later, bypass, avoid interfere with, or circumvent any copyright, trademark,
or other proprietary notices marked on the Content or any digital rights management mechanism,
device, or other content protection or access control measure associated with the Content including
geo – filtering mechanisms. You may not build a business utilizing the Content, whether or not for
profit. Furthermore, you may not create, recreate, distribute or advertise an index of any portion of
the Content unless you receive prior written authorization from Sports Club. Requests for permission
to reproduce or distribute materials found on the Site can be made by contacting Sports Club in
writing at: Legal Department, Sports Club Management, Inc, 2 Analomink Rd. East Stroudsburg, PA
18301 or by emailing info@wellfit.com , Subject: Content Request.

Your Use of Sports Club Services

The Sports Club Services are offered for your personal use only and may not be used for
commercial purposes unless you receive prior written authorization from Sports Club. Sports Club
reserves the right to remove commercial content in its sole discretion. You understand that you are
responsible for all Content that you post, upload, transmit, email or otherwise make available on,
through or in connection with the Sports Club Services (collectively, “User Content”). Accordingly,
please choose carefully the information that you post on, through or in connection with the Sports
Club Services. You understand that Sports Club does not control the User Content posted by users
via the Sports Club Services and, as such, you understand you may be exposed to offensive,
indecent, inaccurate or otherwise objectionable Content. Sports Club assumes no responsibility or
liability for this type of Content. If you become aware of misuse of the Sports Club Services, please
report this immediately to Sports Club by emailing,info@wellfit.com, Subject: Misuse of Sports
Club Services. Sports Club assumes no responsibility for monitoring the Sports Club Services for
inappropriate Content or conduct. If at any time, Sports Club chooses in its sole discretion to monitor
the Sports Club Services, Sports Club nonetheless assumes no responsibility for Content other than
Sports Club Content, assumes no obligation to modify or remove any inappropriate Content, and no
responsibility for the conduct of any user.

You agree not to use the Sports Club Services to:

– Post, upload or otherwise transmit or link to Content that is: unlawful; threatening; harmful; abusive;
pornographic or includes nudity; offensive; harassing; excessively violent; tortuous; defamatory;
invasive of another’s privacy, publicity, copyright, trademark, patent, trade secret, contract or other
rights; false or misleading; obscene; vulgar; libelous; hateful; or discriminatory;

– Violate the rights of others including patent, trademark, trademark, trade secret, copyright, privacy,
publicity or other proprietary rights;

– Harass or harm another person;

– Exploit or endanger a minor;

– Impersonate or attempt to impersonate any person or entity;

– Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer
code, files or programs that interrupt, destroy, or limit the functionality of any computer software or
hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access
to a computer or a computer network;

– Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized
access to the Sports Club Services, including Sports Club’ servers, networks or accounts;

– Cover, remove, disable, block or obscure advertisements or other portions of the Sports Club
Services;

– Use technology or any automated system such as scripts or bots in order to collect usernames,
passwords, email addresses or other data from the Sports Club Services, or to circumvent or modify
any security technology or software that is part of the Sports Club Services;

– Send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk
communications of any kind through the Sports Club Services. If you do so, you acknowledge you
will have caused substantial harm to Sports Club, but that the amount of harm would be extremely
difficult to measure. As a reasonable estimation of such harm, you agree to pay Sports Club $50 for
each actual or intended recipient of such communication;

– Solicit, collect or request any personal information for commercial or unlawful purposes;

– Post, upload or otherwise transmit an image or video of another person without that person’s
consent;

– Engage in commercial activity (including but not limited to sales, contests, or sweepstakes) without
Sports Club’ prior written consent;

– Use the Sports Club Services to advertise or promote competing services;

– Use the Sports Club Services in a manner inconsistent with any and all Applicable Law;

– Attempt, facilitate or encourage others to do any of the foregoing.

Sports Club reserves the right, but disclaims any obligation or responsibility, to remove User Content
that violates this Agreement, as determined by Sports Club in its sole discretion. You acknowledge
Sports Club reserves the right to investigate and take appropriate legal action against anyone who,
in Sports Club’ sole discretion, violates this Agreement, including but not limited to, terminating their
user account and/or reporting such User Content, conduct, or activity to law enforcement authorities.

You acknowledge, consent and agree that Sports Club may access, preserve or disclose information
you provide to the Site, including User Content, when Sports Club has a good faith belief that such
access, preservation or disclosure is necessary in order to: (i) protect or defend the legal rights
or property of Sports Club, our parents, subsidiaries or affiliates (“Affiliated Companies”), or their
employees, agents and contractors (including enforcement of our agreements); (ii) protect the safety
and security of users of the Sports Club Services or members of the public including acting in urgent
circumstances; (iii) protect against fraud or for risk management purposes; or (iv) comply with the
law or legal process.

Message Boards and Public Forums

The Site offers users the ability to post public messages on message boards and forums (“Forums”),
which may be open to the public generally, to all members of the Site, or to a select group of
members to a specific Forum group. You acknowledge that messages posted on such Forums are
public, and Sports Club cannot guarantee the security of any information you disclose through any
Forum; you make such disclosures at your own risk. Sports Club is not responsible for the content
or accuracy of any information posted on a Forum, and shall not be responsible for any decisions
made based on such information. Sports Club reserves the right, but disclaims any obligation or
responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your
User Content from a Forum for any reason at any time.

Your Proprietary Rights

Sports Club does not claim any ownership rights in the User Content that you post, upload, email
transmit, or otherwise make available on, through or in connection with the Sports Club Services;
provided, however, that User Content shall not include any Content posted by a user that is already
owned by Sports Club or any Affiliated Company. By posting any User Content on, through or
in connection with the Sports Club Services, you hereby grant to Sports Club and our Affiliated
Companies, licensees and authorized users, a perpetual, non – exclusive, fully – paid and royalty
– free, sublicensable, transferable (in whole or in part), worldwide license to use, modify, excerpt,
adapt, create derivative works and compilations based upon, publicly perform, publicly display,
reproduce, and distribute such User Content on, through or in connection with the Sports Club
Services or in connection with any distribution or syndication thereof to Third Party Services (as
defined below), on and through all media formats now known or hereafter devised, for any and all
purposes including, but not limited to, promotional, marketing, trade or commercial purposes. Sports
Club’ use of such User Content shall not require any further notice to you and such use shall be
without the requirement of any permission from or payment to you or to any other person or entity.
Sports Club reserves the right to limit the storage capacity of User Content that you post on, through
or in connection with the Sports Club Services.

You represent and warrant that: (i) you own the User Content posted by you on, through or in
connection with the Sports Club Services, or otherwise have the right to grant the license set forth
in this Section, and (ii) the posting of User Content by you on, through or in connection with the
Sports Club Services and Third Party Services does not violate the privacy rights, publicity rights,
copyrights, contract rights or any other rights of any person or entity. You agree to pay for all
royalties, fees, and any other monies owing any person or entity by reason of the use of any User
Content posted by you on or through the Sports Club Services or Third Party Services.

Copyrights and Other Intellectual Property

Sports Club respects the intellectual property of others, and requires that our users do the same.
You may not upload, embed, post, email, transmit or otherwise make available any material that
infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or
entity. Sports Club has a policy of terminating repeat infringers’ access to the Sports Club Services
in appropriate circumstances.

If you believe that any material residing on or linked to from the Site infringes your copyright, please
send Sports Club’ Copyright Agent a notification of claimed infringement with all of the following
information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works are covered by a single notification, a representative list of such works; (b)

identification of the claimed infringing material and information reasonably sufficient to permit us
to locate the material on the Sports Club Services (such as the URL(s) of the claimed infringing
material); (c) information reasonably sufficient to permit us to contact you, such as an address,
telephone number, and, if available, an email address; (d) 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; (e)
a statement by you that the above information in your notification is accurate and a statement by
you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly
infringed or are authorized to act on the owner’s behalf; and (f) your physical or electronic signature.
Sports Club’ Copyright Agent for notification of claimed infringement can be reached as follows:
Legal Department, Sports Club Management, Inc 2 Analomink Rd. East Stroudsburg, PA 18301, via
Telephone: 570-424-2333 or by emailing inof@wellfit.com.

Third Party Links and Services

The Sports Club Services may provide, or third parties may provide, links to other websites,
applications, resources or other services created by third parties (“Third Party Services”). When you
engage with a Third Party Service, you are interacting with the third party, not with Sports Club. If
you choose to use a Third Party Service and share information with it, the Third Party Services may
use and share your data in accordance with the Third Party Service’s privacy policy and your privacy
settings on such Third Party Service. In addition, the third party providing the Third Party Service
may use other parties to provide portions of the application or service to you, such as technology,
development or payment services. Sports Club is not responsible for and makes no warranties,
express or implied, as to the Third Party Services or the providers of such Third Party Services
(including, but not limited to, the accuracy or completeness of the information provided by such Third
Party Service or the privacy practices thereof). Inclusion of any Third Party Service or a link thereto
on the Sports Club Services does not imply approval or endorsement of the Third Party Service.
Sports Club is not responsible for the content or practices of any websites other than the Site, even
if the website links to the Site and even if it is operated by an Affiliated Company or a company
otherwise connected with the Site. By using the Sports Club Services, you acknowledge and agree
that Sports Club is not responsible or liable to you for any content or other materials hosted and
served from any website other than the Site. When you access Third Party Services, you do so at
your own risk. Sports Club encourages you not to provide any personally identifiable information
to any Third Party Service unless you know and are comfortable with the party with whom you are
interacting. If you are interested in creating hypertext links to the Site, you must contact the Legal
Department at Sports Club at info@wellfit.com, Subject: Request for Permission to Link to Site,
before doing so. In establishing hypertext links, you must not represent in any way, expressly or by
implication, that you have received the endorsement, sponsorship or support of the Site or Sports
Club, including its respective employees, agents, directors, officers or shareholders.

Member Disputes

You are solely responsible for your interactions with other Sports Club users, providers of Third
Party Services or any other parties with whom you interact on, through or in connection with the
Sports Club Services. Sports Club reserves the right, but has no obligation, to become involved in
any way with these disputes.

Privacy

Use of the Sports Club Services is also governed by our Privacy Policy, which is incorporated into
this Agreement by this reference.

Disclaimers

The Sports Club Services are provided “AS – IS” and “as available” and Sports Club does not
guarantee or promise any specific results from use of the Sports Club Services. Sports Club
expressly disclaims any warranties and conditions of any kind, whether express or implied, including
but not limited to, the implied warranties of merchantability, fitness for a particular purpose and
non – infringement. In particular, Sports Club makes no warranty that your use of the Sports Club
Services will be uninterrupted, timely, secure or error – free or that any information obtained by you
on, through or in connection with the Sports Club Services or Third Party Services (including but not
limited to, through User Content or third party advertisements) will be accurate or reliable. Under no
circumstances will Sports Club be responsible for any loss or damage, including but not limited to,
property damage, personal injury or death, resulting from use of the Sports Club Services, problems
or technical malfunction in connection with use of the Sports Club Services, attendance at a Sports
Club event, any material downloaded or otherwise obtained in connection with the Sports Club
Services, any User Content, third party advertisement or Third Party Service posted on, through or in
connection with the Sports Club Services, or the conduct of any users of the Sports Club Services,
whether online or offline. Your use of User Content, third party advertisements, Third Party Services
and the goods or services provided by any third parties is solely your responsibility and at your own
risk. User Content, third party advertisements and Third Party Services do not necessarily reflect the
opinions or policies of Sports Club.

Limitation on Liability

IN NO EVENT WILL SPORTS CLUB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE
OF THE SPORTS CLUB SERVICES, EVEN IF SPORTS CLUB HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, SPORTS CLUB’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER
AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE AMOUNT PAID, IF ANY, BY YOU TO SPORTS CLUB FOR THE SPORTS CLUB SERVICES
DURING THE TERM OF YOUR USE OF THE SPORTS CLUB SERVICES.

U.S. Export Controls

Software available in connection with the Sports Club Services (the “Software”) is further subject
to United States export controls. No Software may be downloaded from the Sports Club Services
or otherwise exported or re – exported in violation of U.S. export laws. Downloading or using the
Software is at your sole risk.

Disputes

This Agreement will be governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania, without regard to its conflict of law provisions. You and Sports Club
agree to submit to the exclusive jurisdiction of the courts located in East Stroudsburg, Pennsylvania
to resolve any dispute arising out of this Agreement or the Sports Club Services. YOU HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY
CLAIMS, COUNTERCLAIMS, CROSS – CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Indemnity

You agree to indemnify and hold Sports Club, its Affiliated Companies, subcontractors and other
partners, and their respective officers, agents, partners and employees, harmless from any loss,
liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third
party due to or arising out of your use of the Site or the Sports Club Services, your breach of this
Agreement, your violation of any rights of another or any Content that you post or otherwise submit
on, through or in connection with the Sports Club Services.

Unsolicited Submissions

Sports Club does not knowingly accept, via the Sports Club Services or otherwise, unsolicited
submissions including, without limitation, submissions of books, programming ideas, blog ideas,
articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals,
ideas or concepts. Sports Club’ policy is to simply delete any such submission without reading it or
forwarding it to other Sports Club staff or staff of its Affiliated Companies. Therefore, any similarity
between an unsolicited submission and any elements in any Sports Club or Affiliated Company
creative work including, without limitation, a program, film, series, story, title or concept would be
purely coincidental. If unsolicited submissions are sent to Sports Club via the Sports Club Services
(including but not limited to any public forum), however, such submissions and copyright become
the property of Sports Club and may be used, copied, sublicensed, adapted, transmitted, distributed,
publicly performed, published, displayed or deleted as Sports Club sees fit. You agree that you are
not entitled to any compensation, credit or notice whatsoever and that by sending an unsolicited
submission you waive the right to make any claim against Sports Club or Affiliated Company relating
to unsolicited submissions, including, without limitation, unfair competition, breach of implied contract
or breach of confidentiality.

Employment Opportunities

Sports Club may, from time to time, post Sports Club employment opportunities on the Sports Club
Services and/or invite users to submit resumes to it. If you choose to submit your name, contact
information, resume and/or other personal information to Sports Club in response to employment
listings, you are authorizing Sports Club to utilize this information for all lawful and legitimate hiring
and employment purposes. Sports Club also reserves the right, at its sole discretion, to forward
the information you submit to its Affiliated Companies for legitimate business purposes. Nothing in
this Agreement or contained in the Sports Club Services will constitute a promise by Sports Club to
contact, interview, hire or employ any individual who submits information to it, nor will anything in this
Agreement or contained in the Sports Club Services constitute a promise that Sports Club will review
any or all of the information submitted to it by users of the Sports Club Services.

Trademarks

The failure of Sports Club to exercise or enforce any right or provision of this Agreement will
not operate as a waiver of such right or provision. The Section titles in this Agreement are for
convenience only and have no legal or contractual effect. Sports Club, the Sports Club logo
and affiliate Sports Club logos are trademarks of Sports Club Management, Inc., and all other
trademarks, service marks and trade names used in the Site are the property of their respective
owners, and all of the above and below trademarks may not be copied, downloaded or otherwise
exploited without the prior written permission of Sports Club or the owner of such trademark, service
mark or trade name, except as explicitly permitted in this Agreement.