Your Fit List Terms of Use

Your Fit List provides the www.yourfitlist.com website (the “Site”) to provide online service services and promotional tools for fitness trainers, gymnasiums, and fitness professionals of all types. In these Terms of Use (the “Terms”), the words “Your Fit List,” “we,” “us,” and “our” refer to Your Fit List. The words “you” and “your” refer to any person accessing or using the Services (as defined below); however, if you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to these Terms and that it is fully binding on them. In any such case, the term “you” will refer to such entity and its affiliates.

To assist you in using our Site, including all sub-domains thereof, and our downloadable App, as well as our related products and services (collectively, the “Services”), and to ensure a clear understanding of the relationship arising from your use of our Services, we have created these Terms. Together, these Terms and our Privacy Policy govern your use of the Services, so please read them both carefully.

By using or otherwise accessing our Services, you are acknowledging that: (a) you have read and understood these Terms, and (b) you unconditionally agree to comply with, and be legally bound by, these Terms as they exist on the date of each such use or access. If you disagree with any of these Terms in any way, please immediately stop all use of Your Fit List’s Services. If you have any questions or need any clarifications, please contact us before using the Services. Please note that these Terms were written in English; to the extent any translated version of these Terms conflict with the English version, the English version published by Your Fit List controls.

Relationship and Conduct

1. Incorporation of Introduction. You hereby represent that everything in the Introduction, above, and otherwise submitted to us by you through the Services or in other communication with us, is true and accurate, and you agree that the Introduction is a part of these Terms.

2. Modification of These Terms. We may modify these Terms at any time. Any such modifications will apply prospectively, from the date the modifications are made, as designated by the “Last Revised” date depicted above. Your use of the Services, or failure to terminate your account with us, during thirty (30) days subsequent to any modifications will constitute acceptance of the Terms as so changed. You will be given notice of each modification by: (a) the updating of the “Last Revised” date, above, and (b) an email sent to you by us at the address you designate by clicking here, in the event you choose to designate an email address. If you choose not to designate an email address, you expressly agree that, by updating the “Last Revised” date when modifications are made, we are providing you with sufficient notice of such modifications, and that you will therefore be bound thereby if you continue to use the Services. As such, please check the “Last Revised” date prior to each use of the Services by you, as you will be bound by these Terms as they exist on the date of each such use.

3. Reserved Rights. Without limitation to all other rights enjoyed by Your Fit List, we expressly reserve the right at any time to:

4. Online Conduct. At all times when using or accessing the Services, you agree that:

Failure to comply with the foregoing provisions outlined under “Online Conduct” above may result in immediate suspension or termination of your right to use the Services without refunding your membership fees. Your Fit List reserves the right, in its sole discretion and in all instances, to determine whether you have or have not complied with any provision contained in these Terms.

5. Purpose and Nature of the Services. The contents of our Services, and the Services in general, are intended strictly for the purposes of: (i) providing a forum for users, fitness professionals, trainers, fitness teachers and other fitness related activities, and (ii) facilitating the service of such talent for engagements to provide entertainment services (collectively, “Permitted Uses”). Selling or offering to sell any interest in real property, any personal property, or other tangible good (as opposed to your entertainment services) is not a Permitted Use of the Services and is strictly prohibited. You represent and warrant that you understand, and agree, that Your Fit List is not, will not be, and will not in any way be construed to be a party to any contract or agreement between any users of our Services regarding the provisions of services at any event or engagement. While we do believe that Your Fit List members will achieve some amount of exposure from a listing within our Services, we do not guarantee in any way that the use of our Services will produce paying clients for our members. We do not guarantee that users who supply services as a result of introductions made through Your Fit List will be paid for their services. We do not represent or guarantee that our Services will further the careers of our members, help them financially or otherwise produce income. Failure to receive the outcome you expected does not warrant a refund of payment. Furthermore, Your Fit List does not take responsibility for the content of any member profile, or member services offered on any profile. Your Fit List does not endorse, sanction or verify, and specifically disclaims responsibility or liability for, any member or user profiles. Concerns regarding any such service, resource, or link posted or offered by a member should be directed to the particular member. Your Fit List does not endorse, sanction, or verify members on this website. Contacting these members, whether through our services or separately is at your own risk, and we disclaim all liability with regard to your dealings with any member listed within our Services.

6. Age Restrictions. In order to use Your Fit List’s Site and other Services you must be at least 18 years of age, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age. Individuals who are under the age of 18 or the legal age to form a binding contract in their jurisdiction (“Minors”) are prohibited from using the Services. The Services are not intended for any children under the age of 13.

A legal guardian of a Minor who is at least 13 years of age may create a profile for a Minor, and must specify so at the time of registration. However, the legal guardian is responsible for everything done with that account, and such legal guardian’s consent must be verifiable by Your Fit List. Some areas of the Site and App may contain material that is inappropriate for Minors.

7. Links to Other Websites and Services. Your Fit List does not control the availability or content of any outside websites, application, services, or resources (collectively, “third party services”) to which the Services may link. Concerns regarding any such third party services or links thereto should be directed to the particular outside third party service. Unless stated otherwise, Your Fit List does not endorse, sanction, or verify third party services to which our Services link, and we or our users provide these links merely for the convenience of users of our Services. Access to such third party services is at your own risk, and we disclaim all liability with regard to your access to such third party services. In addition, we do not endorse, sanction, or verify third party services that link to our Services, even if any logo or mark of Your Fit List is used as part of the link to our Services.

8. Disclosures About You by Your Fit List. Without limiting any of the foregoing, you agree that Your Fit List may use or disclose information about you and your use of the Services in accordance with these Terms and our Privacy Policy, which is incorporated by reference herein. With respect to any information relating to other users of the Services to which you may be permitted access through the Services, you agree that you may use such information only in connection with activities related to the purpose of the Services, which activities, without limitation, shall not include (i) the sending of unsolicited communications of a commercial nature; (ii) the sending of any other communications after receiving notification that the recipient no longer wishes to receive communications from you; or (iii) the sale or rental of such personal information to any other parties.

9. No Partnership, Agency, or Affiliation. Except only as expressly provided otherwise herein, by using the Services you acknowledge and agree that Your Fit List is not the partner, agent, joint venturer, or otherwise an affiliate of you, any member, or any other user of the Services.

Registration, Payments and Refunds

10. Registration and Membership of Users. While you can utilize our Services, and review a range of information about trainers and groups of trainers, as well as other materials relating to the fitness industry, without registering, to post information through our Services, and to obtain access to certain other materials or information from our Services, you must become a registered user to access certain information or complete certain transactions. Our registration forms will specify the information which you must provide in order to enjoy the particular feature, and the information which you may, at your option, choose to provide or withhold. In connection with registering at our Services, you agree to provide us with accurate, complete, and updated information required by the registration form, including, without limitation, your legal name, address, telephone number(s), applicable payment data (e.g., credit card number and expiration date) and such other information that may be required by such forms. Information provided to us by you in connection with registering at our Services will be maintained and protected by us in accordance with these Terms and with the terms of our Privacy Policy.

Members shall not have more than one free profile at any one time if they are part of the same affiliation, regardless of location or act name specified in the profile. Any free profile may be terminated or redacted by Your Fit List at any time, for any reason, and without notice. You hereby grant Your Fit List permission to add content to your profile at our sole discretion by uploading content found on the website link that you post as your “Official Website” in order to increase the quality or presentation of your profile.

When you register to use our Services, you will create a password and a user ID, which will provide you access to certain services and materials available through the Services unless revoked by us for any reason. You agree not to disclose your user ID and password to any third party. If at any time you believe that your user ID and/or password has been revealed to any other party, or otherwise compromised, you agree to notify us in writing immediately and to change your user ID and/or password immediately through the member control panel within our Services. You agree to be responsible for and to indemnify, defend and hold Your Fit List, and its officers, directors, employees, agents, licensors, and suppliers, harmless from any injury, loss or damage we incur on account of any unauthorized use of your login name or password. You are solely responsible for maintaining the confidentiality of your user ID and password, and for any and all activities that are conducted by you or anyone else through your account.

11. Your Fit List’s Fees. Certain parts of the Site and Services may be accessed and used without charge. For use of certain other parts of our Site and Services, however, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such Services in accordance with the terms thereof. Current fee information is available on the Site. All fees due from you to us hereunder, including to the extent applicable, transaction-based service fees, monthly fees, annual fees, one-time fees, takedown fees, and the like, are referred to herein as “Your Fit List Fees.” All financial information addressed within the Services (including Your Fit List Fees, class or advertising quotes, deposits, and/or any other various pricing information) is given in terms of US dollars for US members and Canadian dollars for Canadian members unless otherwise stated.

12. Payment of profile Fees. By registering for a profile, you authorize us to charge your credit card, debit card or other payment method at such time. You agree that we may charge all Your Fit List Fees owed in connection with your profile (the “profile Fees”) to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided to us. You are solely responsible for the timely payment of all profile Fees. It is your responsibility to notify us if your payment method has

changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue providing Services to you. Purchases will appear on your credit or debit card statements as “Your Fit List.” You agree not to cause your credit or debit card company to reverse or “chargeback” any profile Fees charged in accordance with these Terms; and in the event you do so, we may terminate your use of the Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.

13. Automatic Renewals. If you choose a monthly subscription to a Service, your subscription will continue indefinitely until canceled by you. After your initial payment of the monthly profile Fee, your subscription will automatically continue each month at the price you agreed to when subscribing to that Service. You agree that your monthly membership will be subject to this automatic renewal feature. If you do not wish for your subscription to renew automatically, or if you want to change or terminate your subscription to a Service, please log in to your account and follow the cancellation process. If you cancel your subscription to a Service, you may use your subscription until the end of your then-current subscription term and your subscription will not be renewed thereafter. However, you will not be eligible for a prorated refund of any portion of the profile Fee paid for the then-current subscription period. By registering for a profile, and choosing a monthly membership, you authorize us to charge your credit card or debit card at the beginning of each renewal subscription period. Upon the renewal of your monthly membership, if we do not receive payment, you agree that we may either terminate or suspend your use of the Services, or revert your account to a free profile, thus losing any applicable features or benefits of a paid profile.

You may choose to prepay for a Service for 6 months or 1 year at the time of registration. Doing so will prevent your account from being subject to automatic renewals. When you reach the end of a prepaid subscription, your account will revert to a free profile, thus losing any applicable features or benefits of a paid profile, unless you log in to your account and renew your subscription.

14. Collection of Deposits and Payments. Each member or other user that is a provider of services promoted within the Services (each a “Supplier”) hereby appoints Your Fit List as its agent for receipt of deposit, balance, or other payments that Your Fit List permits to be made through the Services (each a “Payment”). Where a user that is not a Supplier and who wishes to retain a Supplier for services (each a “Purchaser”) wishes to make a payment to a Supplier through the Services, Your Fit List may, but is not required to, accept such Payment in its capacity as agent of the Supplier. As of the instant when Your Fit List is in receipt of any Payment, the Supplier for whom the Payment was received hereby releases the Purchaser from any liability in respect of the Payment regardless of when or if Your Fit List settles the Payment amount to Supplier. Purchaser shall be a third party beneficiary of such release by Supplier hereunder. Following receipt of Payments for Suppliers, Your Fit List shall settle the amounts thereof to Suppliers less all Your Fit List Fees disclosed in the Services and less any chargebacks, reversals or returns by Purchaser. Your Fit List reserves the right to return any Payment to a Purchaser for any reason or for no reason. Your Fit List reserves the right to provide Purchaser with a receipt in the name of the Supplier for each Payment which receipt Supplier shall honor.

15. Refunds. All sales are final and will not be refunded, unless specifically agreed to otherwise by us.

Intellectual Property Rights, Licenses, and Complaints

16. Content Ownership. Unless otherwise noted, all copyrighted works, trademarks, service marks, trade dress, or other intellectual properties depicted in any texts, articles, images, illustrations, designs, icons, photographs, images, videos, sound clips, or any other materials within the Services (collectively, the “Contents”) are owned, licensed by, used with permission, or otherwise lawfully

used by Your Fit List. The Services as a whole is protected by copyright, trademark, trade dress and other proprietary rights, all worldwide right, title and interest in and to which is owned and controlled by Your Fit List. Unless otherwise noted, by using a third party’s trademark or trade name within our Services, Your Fit List does not intend to suggest any affiliation with or endorsement of such third party or its products or services, and Your Fit List hereby expressly disclaims any such affiliation or endorsement.

17. Site and Services Use License Subject to these Terms and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Contents. Except with respect to your use of certain Services that provide for or facilitate commercial activities, you understand that the Site and Contents are for your personal and non-commercial use only. Except as expressly permitted by these Terms, the functionality of the Site or App (i) no Contents (other than your Submissions) may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting any license or right to use any Contents, including trademarks, service marks, logos, slogans or taglines of us or third parties, or any software or code relating to Your Fit List’s Site, App, or other Services.

18. License to Submissions. With respect to any posts, text, photographs, names, images, likenesses, trademarks, service marks, logos, designs, images, video clips, music, musical work, sound recording, sound clips, media files, or other information or materials you may provide to Your Fit List for posting on your profile (collectively, “Submissions”), such Submissions shall remain your property or your licensors’ property. You hereby unconditionally and irrevocably grant to Your Fit List and its affiliates and licensees a non-exclusive, worldwide, transferrable, and royalty-free right and license to host, copy, reproduce, distribute, transmit, stream, publicly perform, publicly display, modify, publish, edit, create derivative works from, or otherwise use the Submissions in any and all media, now known or hereafter devised, solely in connection with the Services and/or advertisements or other materials promoting the Services.

19. Complaints About Perceived Trademark Infringement. Your Fit List respects intellectual property rights, and may remove content, terminate registered users, and deny access to others who, in our discretion, infringe the intellectual property rights of others.

If you are concerned that a Your Fit List member or any content within our Services violates your trademark rights, please seek legal advice. You may also read basic facts about trademark rights, published by the United States Patent and Trademark Office, here.

Once you have determined that a violation of your trademark rights (“infringement” for the purposes of this Section 19) has occurred, we encourage you to contact the Your Fit List user responsible for the content about the perceived infringement. You and the user may be able to resolve the issue quickly without Your Fit List’s involvement.

20. Complaints About Perceived Copyright Infringement. Your Fit List respects intellectual property rights, and may remove content, terminate registered users, and deny access to others who, in our discretion, infringe the intellectual property rights of others.

If you are concerned that any content within our Services infringes any rights you enjoy under copyright law in specific material (a “Work”), please seek legal advice. You may also read basic facts about copyrights, published by the United States Copyright Office, here.

Once you have determined that a violation of your copyright interests (“infringement” for the purposes of this Section 20) has occurred relative to Work you created or own, you must follow the procedures set forth below.

20.A. User-Generated Content; DMCA. If you believe that content within our Services that was generated by a member or other user infringes your copyright interests in your Work, we encourage you first to contact the user responsible for the content about the perceived infringement. You and the user may be able to resolve the issue quickly without Your Fit List’s involvement.

I20.B. Other Content. If you believe the perceived copyright infringement involves content generated by Your Fit List, rather than members or other users of the Services, please contact us with a detailed explanation of the perceived infringement. We will review what you send and promptly take appropriate action, in our discretion, if any action is required.

Disputes, Liabilities, and Disclaimers

21. DISCLAIMER OF ALL WARRANTIES. All data and information featured in the Services is provided strictly “AS-IS” and without any warranties of any kind, either express or implied, including without limitation warranties of title, accuracy, truth, reliability, completeness, currency, non-infringement, or any implied warranties of merchantability or fitness for a particular purpose. Further, we specifically make no representation or warranty regarding, and we disclaim and assume no liability or responsibility regarding: (i) the quality or availability of any postings made by you or any other users of the Services; (ii) whether any scheduled events or engagements will occur; (iii) whether persons or acts contacted through the Services will appear at any events or engagements; (iv) the ability of you or any other user of the Site to engage in transactions with any other user of the Services; (v) any details relating to any transactions you may engage in with any other use of the Services; (vi) the quality of the listings or other information offered by you or any user of the Services; (vii) the financial condition of you or any user of the Services; or (viii) compliance with local, state and federal laws by you or any other user of the Services. Your Fit List makes no representation that the information in the Services is appropriate or available for use in locations outside the United States, and access to the Services from locations where the provision of such information may be illegal is prohibited. Users who determine to access the Services from such locations do so on their own initiative and are responsible for compliance with all applicable local laws.

22. LIMITATION OF LIABILITY. Neither Your Fit List nor any person or entity affiliated or involved with creating, producing, hosting, maintaining or delivering the Services shall be liable for any direct, incidental, consequential, special, indirect, or punitive damages arising out of your, or any other party’s access to or use of the Services. Your sole remedy as a result of any breach or alleged breach by us of these Terms is limited to your ability to discontinue use of the Site and App, and your ability to terminate your participation in any Services. To maximum extent allowed by applicable law, Your Fit List shall have no liability or responsibility for any errors, omissions, or inaccuracies in the content within the Services or information flowing through the Services.

23. ASSUMPTION OF RISK. Your use of the Services is at your sole risk. You should conduct your own independent investigation of the users of the Services before entering into any transaction with such persons. In no event shall we or any other party involved in creating, producing, or delivering the Services be liable for any financial or other obligations that may arise between you and any other user of the Services.

You acknowledge that documents posted to and content available through the Services may contain computer viruses and you expressly assume that risk. Should you download any such materials from the Services, it is your responsibility to perform any scanning or other anti-virus precautions as you deem necessary. Under no circumstances will we be responsible for any loss or damage caused by any materials downloaded from the Services. You assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment you use in connection with your use of the Services.

24. WAIVER AND RELEASE. By using our Services, you hereby waive any rights of recovery, under any theory of law, that you may have against Your Fit List, and its parents, subsidiaries and affiliates, and you release Your Fit List from any claim, cause of action or demand, on account of your use of the Services or the provision of the Services by Your Fit List.

25. Indemnification. By using the Services, you agree to indemnify, defend, save and hold harmless Your Fit List, and its members, managers, employees, agents, representatives, licensors, affiliates, parents, subsidiaries, subcontractors, and partners (collectively, our “Related Parties”) against any loss, claims, judgments, damage, demands, cost, or expenses (including reasonable attorneys’ fees and costs), arising out of or in connection with: (i) your use of the Services; (ii) any breach or violation by you of these Terms; (iii) any breach or violation by you of any representation or warranty made herein; and/or (iv) your violation of any rights of any third party. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 25. We will promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. If a claim is made we will have the right to withhold payment of any monies due you in an amount reasonably related to the claim and potential expenses.

26. Applicable Law. These Terms and Your Fit List’s provision of the Services to you shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., without reference to conflict of laws provisions thereof and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law.

27. Exclusive Jurisdiction. You and Your Fit List further agree that any dispute, claim, or action to interpret or enforce these Terms, or in any way related to your use of, or Your Fit List’s provision of, the Services, may only be brought exclusively in the state or federal courts of North Carolina. You agree to submit to the personal jurisdiction of such courts for the purposes of litigating any such claim(s).

28. Enforcement Costs. Should either of us employ an attorney or attorneys to enforce any the provision(s) of these Terms, the non-prevailing party in any final judgment agrees to pay the prevailing party’s reasonable expenses, including attorneys’ fees and expenses, incurred in connection with such enforcement action and efforts, as determined by a court of competent jurisdiction.

Miscellaneous

29. Notice to California Users. Under California Civil Code Section 1789.3, California Services members are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

30. Contacting Us. If you have any feedback, questions, concerns, or comments about any of the Services, please contact us as provided here. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.

31. Modifications to the Services. We may make improvements or other changes to the Services, or to the information within and services offered through the Services, without notice to you. We may add, delete, move, or modify some or all of the Services at any time.

32. Transfer of Rights and Assignment. Your Fit List may wish at some point to assign or transfer its rights in the Services to a third party, whether in connection with a merger, acquisition, asset sales, reorganization or otherwise. You agree that Your Fit List may transfer or assign to a third party

all of its rights and obligations with respect to you, including any rights and obligations with respect to your Personally Identifiable Information, on the condition that such third party agree to abide by a privacy policy at least as protective as Your Fit List’s then-applicable Privacy Policy.

33. Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Your Fit List as a result of these Terms or your use of the Services.

34. Severability. Invalidation of any provision of these Terms shall not impair or affect in any manner the validity and enforceability of the remaining portions, which in such event shall remain in full force and effect as if such invalid provision had never been included herein.

35. Captions. The captions herein are inserted only as a matter of convenience and in no way define, limit, describe or otherwise affect the scope or interpretation of this Agreement.

36. Entire Agreement; Amendments and Waiver. These Terms comprise the entire agreement between you and Your Fit List regarding your use of the Services, and they supersede all prior understandings regarding the same. If we fail to enforce any of our rights arising out of these Terms, such failure shall not constitute a waiver thereof. To be valid and enforceable, any amendment to or waiver of these Terms must be made in writing, signed or posted within the Services by Your Fit List.