Terms and Conditions of Service for U-Fx The Twist LLC Power Dowel App or Website
Last Updated: May 2020
We may discontinue or alter any aspect of the U-Fx The Twist LLC Platform or remove content from the U-Fx The Twist LLC Platform at any time without prior notice. You agree that we may, under certain circumstances, immediately suspend or terminate your access to or use of the U-Fx The Twist LLC Platform or any part thereof. Such circumstances include, without limitation: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) discontinuance or material modification to the U-Fx The Twist LLC Platform; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; or (e) engagement by you in fraudulent, inappropriate or illegal activities. You further agree that such measures shall be taken in our sole discretion and without liability to you or any third party.
- Account. While a user may browse the Website without creating an Account, a user will need to have an Account and agree to the terms of this agreement in order to use certain features of the U-Fx The Twist LLC Platform, including the Power Dowel App or Website. To create an account, you will be required to provide certain information, including some Personal Information, such as your name and email address, and create a password or use your Facebook or Google login credentials (an "Account"). Once you create your Account, you will have access to a one-time free fitness training session (the “Trial Period”). Unless otherwise stated on the U-Fx The Twist LLC Platform, you will not be required to enter your billing information during the Trial Period. We reserve the right to terminate your Trial Period if you do not sign up for a Membership within a reasonable amount of time. A "Membership" means the paid personal fitness training package with the U-Fx The Twist LLC Coach of your choice in the Power Dowel App or Website. Upon beginning your Membership, you will be required to enter your billing information. A Membership is currently offered for a term of one month (the “Membership Term”) and shall automatically renew each month until you choose to cancel pursuant to Section 4 of this Agreement. By creating an Account, you agree that we may send and you agree to receive (a) messages or push notifications from us through the Power Dowel App or Website and (b) informational or promotional emails to the email address used to create your Account. If you do not wish to receive push notifications, please change your settings on your mobile device. If you do not wish to receive emails, please select the unsubscribe option in the body of the email.
You are responsible for maintaining the confidentiality of your username and password associated with your Account and are fully responsible for all activities that occur under your Account. You are prohibited from sharing your Account with, or assigning your Account to, any other person without our prior written authorization. You also agree that you will provide truthful and accurate information that belongs to you during the sign up process. Should you become aware of or suspect any unauthorized use of your Account or your information changes, you must immediately notify us. You will ensure that you logout of your Account at the end of each session.
If you access the U-Fx The Twist LLC Platform using your mobile device or choose to connect with your U-Fx The Twist LLC Coach using text messages or SMS outside of the U-Fx The Twist LLC Platform, you understand that your mobile network provider may charge you fees for your use of its network while accessing or using the U-Fx The Twist LLC Platform, for data downloading, or roaming, and that YOU ARE SOLELY RESPONSIBLE FOR SUCH FEES AND CHARGES.
- Children. The U-Fx The Twist LLC Platform is not directed to persons under the age of 18 and is not aimed or intended for children under the age of 13. If you are under the age of 18, please DO NOT USE the U-Fx The Twist LLC Platform. By using the U-Fx The Twist LLC Platform, you represent and certify that you are 18 years of age or older.
- Service Fees and Cancellation.
(a) Service Fees. The fees associated with the Membership can be found on the Power Dowel website. Please refer to the pricing listed at the time you begin your Membership for your applicable Membership fees. We will charge you for your selected Membership using the services of a third party service provider that processes payment transactions (the “Payment Processor”). By using the U-Fx The Twist LLC Platform and enrolling in a Membership, you agree to pay us, through the Payment Processor (as defined below), all charges at the prices then in effect for the services provided under your Membership in accordance with any applicable payment terms. The processing of payments is subject to the terms and conditions and privacy policies of our Payment Processor. By enrolling to use the U-Fx The Twist LLC services, you agree to pay the recurring Membership fees, which shall renew at the start of each Membership Term, and accept responsibility for all recurring charges prior to any cancellation. We may change the price of any Membership at any time. Any price change for a Membership will become effective on the first day of the next Membership Term. Unless otherwise stated on the U-Fx The Twist LLC Platform, if you enrolled in the Trial Period, we will not bill you until that Trial Period ends and you select and agree to a Membership.
(b) Cancellation. You may cancel your Membership on any date during the Membership Term, so long as that date is at least three (3) days prior to the start of the next Membership Term, by logging into your Account on the website or contacting us at the address “email@example.com”. Should you cancel your Membership before the end of the applicable Membership Term, you will have access to your Membership features and services until the end of that Membership Term. If you have questions or need assistance with the services provided through the U-Fx The Twist LLC Platform, please contact us.
- Feedback. We welcome your Feedback. You will be prompted to submit comments, suggestions, ideas, feedback, ratings, materials, or other information ("Feedback") to us through the U-Fx The Twist LLC Platform. You hereby agree that all Feedback that you disclose or submit to us through the U-Fx The Twist LLC Platform is voluntary, non-confidential, and becomes and remains our property. Your disclosure or submission of Feedback to U-Fx The Twist LLC constitutes an assignment to U-Fx The Twist LLC of all rights, title, and interest in and to the Feedback. U-Fx The Twist LLC may disclose or use any Feedback as it sees fit without any compensation to you.
- Prohibited Uses. You agree to use the U-Fx The Twist LLC Platform and related services only for lawful purposes and to follow all applicable laws and regulations of the United States and any state in which you reside when using the U-Fx The Twist LLC Platform or related services. While using the U-Fx The Twist LLC Platform, you agree that you must not:
License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of the U-Fx The Twist LLC Platform or Content (as defined below);
Copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the U-Fx The Twist LLC Platform is based;
Promote illegal activities, sexual, or "adult" conduct, child abuse, drugs, or anything objectionable (as determined by us) or otherwise violate any applicable law;
Use the U-Fx The Twist LLC Platform to post, use, upload, or disseminate content, files, graphics, software, or other material that infringes or misappropriates any trade secret or intellectual property rights, rights of publicity, rights of privacy, or proprietary right of any party;
Take any action to circumvent, compromise, or defeat any security measures implemented on any part of the U-Fx The Twist LLC Platform, including to gain access to any part of the U-Fx The Twist LLC Platform;
Use any manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the U-Fx The Twist LLC Platform (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the U-Fx The Twist LLC Platform;
Frame or otherwise simulate the appearance or functions of the U-Fx The Twist LLC Platform or any portion thereof;
Use the U-Fx The Twist LLC Platform to gain competitive intelligence about us or develop a competing U-Fx The Twist LLC Platform or service;
Use the U-Fx The Twist LLC Platform to post, store, or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, pyramid schemes, or other fraudulent schemes, or any other form of solicitation;
Harvest or otherwise collect information about other users; or
Authorize or assist a third party to do any of the foregoing.
- User Contributions. The Power Dowel App or Website may contain features that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) information or materials (collectively, “User Contributions”) on or through the Power Dowel App or Website. Any User Contribution you post to the Power Dowel App or Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Power Dowel App or Website, you grant us and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material, including but not limited to, for marketing and promoting the U-Fx The Twist LLC Platform. For the avoidance of doubt, any User Contributions used for marketing or promotional purposes shall not contain any identifying features of the user who posted such User Contribution. You represent and warrant that: (a) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us; and (b) All of your User Contributions do and will comply with this Agreement, including the Contribution Standards below.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not U-Fx The Twist LLC, have full responsibility for such information, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the substance or accuracy of any User Contributions posted by you or any other user of the Power Dowel App or Website.
- Monitoring and Enforcement. U-Fx The Twist LLC reserves the right to: remove or refuse to post any User Contributions for any or no reason in our sole discretion; take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Contribution Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Power Dowel App or Website or the Website or the public or could create liability for U-Fx The Twist LLC; take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Power Dowel App or Website or Website ; and terminate or suspend your access to all or part of the Power Dowel App or Website or Website for any or no reason, including without limitation, any violation of this Agreement.
We do not undertake to review all User Contributions before they are shared within the Power Dowel App or Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or information provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Intellectual Property Rights. All content and materials on the U-Fx The Twist LLC Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, or other material ("Content") is the property of U-Fx The Twist LLC or its third party licensors and is protected by United States and international intellectual property laws. All trademarks, trade dress, service marks, and trade names are proprietary to U-Fx The Twist LLC. The content and materials are intended for your personal non-commercial use. You may make one copy of the Content displayed on the U-Fx The Twist LLC Platform for your personal, noncommercial use only. No right, title, or interest in any Content is transferred to you as a result of any such copying. You may not reproduce, republish, upload, post, transmit, modify, create derivative works from, sell, or distribute in any way the Content.
- Notice of Copyright Infringement. If you believe that the U-Fx The Twist LLC Platform contains any content or elements that infringe your copyrights, please provide U-Fx The Twist LLC’s Designated Copyright Agent with the following information in writing:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and email address;
A statement that the complaining party has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For more information regarding the above, please reference the Digital Millennium Copyright Act, 17 U.S.C. § 512.
- Territorial Use. You acknowledge that the U-Fx The Twist LLC Platform is controlled in and originates from the United States. We provide the U-Fx The Twist LLC Platform for use only by persons located in the United States. We make no claims that the U-Fx The Twist LLC Platform or any of its content is accessible or appropriate outside of the United States. Access to the U-Fx The Twist LLC Platform may not be legal by certain persons or in certain countries. If you choose to access the U-Fx The Twist LLC Platform from outside the United States, you do so on your own initiative, at your own risk, and you are responsible for compliance with applicable local laws.
- Disclaimer. THE U-FX THE TWIST LLC PLATFORM IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE DO NOT GUARANTEE ANY RESULTS. THE INFORMATION, ASSESSMENTS, OR OTHER CONTENT PROVIDED THROUGH THE U-FX THE TWIST LLC PLATFORM IS FOR INFORMATIONAL PURPOSES AND NOT A SUBSTITUTE FOR MEDICAL ADVICE, SERVICES, DIAGNOSIS, OR TREATMENT. YOU AGREE TO SEEK THE PROFESSIONAL MEDICAL ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER PRIOR TO STARTING ANY TREATMENT OR EXERCISE PROGRAM AND FOR ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL OR PHYSICAL CONDITION. WE MAKE NO REPRESENTATION OR WARRANTY (A) THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; (C) REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR PERFORMANCE OF THE PLATFORM; (D) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THAT ANY CONTENT, MATERIAL, INFORMATION, OR DATA OBTAINED BY YOU THROUGH THE U-FX THE TWIST LLC PLATFORM IS ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE U-FX THE TWIST LLC PLATFORM OR US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
U-FX THE TWIST LLC USES REASONABLE EFFORTS TO MAINTAIN THE U-FX THE TWIST LLC PLATFORM BUT U-FX THE TWIST LLC IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE U-FX THE TWIST LLC PLATFORM, OR ANY PART THEREOF, ANY CONTENT POSTED USING THE U-FX THE TWIST LLC PLATFORM, OR ANY DAMAGES (SUCH AS LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES) THAT MAY RESULT FROM ANY SUCH DEFECTS OR FAILURES. THE U-FX THE TWIST LLC PLATFORM MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING WITHOUT LIMITATION: (I) EQUIPMENT MALFUNCTIONS; (II) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS; OR (III) CAUSES BEYOND THE CONTROL OF U-FX THE TWIST LLC OR WHICH ARE NOT FORESEEABLE BY U-FX THE TWIST LLC.
U-FX THE TWIST LLC DOES NOT HAVE ACCESS TO OR VISIBILITY OF ANY COMMUNICATIONS THAT YOU ENGAGE IN WITH YOUR U-FX THE TWIST LLC COACH OUTSIDE OF THE U-FX THE TWIST LLC PLATFORM. IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN, YOU HEREBY ACKNOWLEDGE AND AGREE THAT U-FX THE TWIST LLC IS NOT RESPONSIBLE FOR ANY COMMUNICATIONS THAT INVOLVE YOU OUTSIDE OF THE U-FX THE TWIST LLC PLATFORM. YOU COMMUNICATIONS OR DEALINGS WITH ANY THIRD PARTY OR U-FX THE TWIST LLC COACH IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY OR U-FX THE TWIST LLC COACH.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETIES.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT U-FX THE TWIST LLC SHALL NOT BE LIABLE FOR ANY INJURY YOU MAY SUSTAIN OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE U-FX THE TWIST LLC PLATFORM OR ANY FEATURES, INFORMATION OR MATERIALS PROVIDED ON THE U-FX THE TWIST LLC PLATFORM, OR COMMUNICATIONS RELATED TO THE U-FX THE TWIST LLC PLATFORM, EVEN IF U-FX THE TWIST LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL U-FX THE TWIST LLC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THE U-FX THE TWIST LLC PLATFORM.
- Termination. These Terms are effective upon your acceptance and will continue in full force until terminated as set forth herein. You agree that U-Fx The Twist LLC may terminate your use of the U-Fx The Twist LLC Platform, or any part thereof, or remove, discard, or discontinue providing any Content or portion of the Website or Power Dowel App or Website, without notice. You may terminate these Terms at any time by discontinuing your use of the U-Fx The Twist LLC Platform and destroying all materials, including any Content, that you obtained from the U-Fx The Twist LLC Platform and any related documentation. Your access to the U-Fx The Twist LLC Platform may be suspended or terminated immediately without notice from us, in our sole discretion, if you fail to comply with any term or provision of these Terms. Upon termination, you must cease use of the U-Fx The Twist LLC Platform and destroy all materials, including Content, obtained via the U-Fx The Twist LLC Platform and all copies thereof.
- Release and Indemnification. You agree to release U-Fx The Twist LLC, its members, officers, directors, employees, and agents from any and all liability and obligations whatsoever in connection with or arising out of your use of the U-Fx The Twist LLC Platform. If, at any time, you are not satisfied with the U-Fx The Twist LLC Platform or any related services, your sole remedy is cessation of use of the U-Fx The Twist LLC Platform and such services.
You agree to defend, indemnify, and hold harmless U-Fx The Twist LLC, its officers, directors, employees, agents, shareholders, licensors, and suppliers from and against any and all claims, actions, demands, obligations, losses, liabilities, expenses, and costs, including reasonable attorneys’ fees, arising from (a) your access or use of the U-Fx The Twist LLC Platform; (b) breach of these Terms; (c) infringement or misappropriation of any intellectual property or other rights of U-Fx The Twist LLC or third parties by you; or (d) any negligence or willful misconduct by you.
- Dispute Resolution. THIS SECTION AFFECTS YOUR RIGHTS – PLEASE READ CAREFULLY BEFORE AGREEING TO THIS AGREEMENT.
(a) Arbitration. Any dispute, claim, controversy, action, or proceeding arising out of or relating to this Agreement or the services (a "Dispute") will be determined by arbitration in the State of New York before a single arbitrator. The American Arbitration Association ("AAA") will administer the arbitration in accordance with the AAA rules. The claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party will initiate the arbitration. You and U-Fx The Twist LLC will select an arbitrator in accordance with the applicable AAA rules, within thirty (30) calendar days of the date the demand for arbitration is filed. Except as otherwise required by law, neither you, U-Fx The Twist LLC, nor the arbitrator may disclose the existence, contents, or results of any arbitration under this Agreement without the prior written consent of you and U-Fx The Twist LLC. Any award of the arbitrator will be accompanied by a statement of the reasons upon which the award is based.
(b) No Class Action. YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US MAY ONLY BE BROUGHT INDIVIDUALLY AND YOU WILL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. BY ACCEPTING THESE TERMS, YOU AND U-FX THE TWIST LLC ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION.
(c) Time to File. ANY DISPUTE THAT YOU MAY HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DISPUTE ACCRUES, OTHERWISE, SUCH DISPUTE IS PERMANENTLY BARRED.
(d) Conflict. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the code of procedure established by the AAA, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.
(d) Injunctive Relief. Notwithstanding anything herein to the contrary, U-Fx The Twist LLC reserves the right to seek injunctive relief if you use the Site in violation of the rights granted herein or infringe upon or misappropriate any intellectual property rights of U-Fx The Twist LLC.
- Export. Unless otherwise specified, the Content, U-Fx The Twist LLC Platform, and other materials are solely for the services or products available in the United States. U-Fx The Twist LLC makes no representations or warranties that the U-Fx The Twist LLC Platform, Content, or other material accessible via the U-Fx The Twist LLC Platform is appropriate or available in locations outside of the United States. If you access the U-Fx The Twist LLC Platform from outside of the United States, you are responsible for compliance with all applicable laws, including any export or re-export controls, restrictions, and regulations.
(a) Entire Agreement. These Terms, including any other terms or agreements referenced herein, constitute the complete and entire agreement between you and us with respect to U-Fx The Twist LLC Platform and Content offered via the U-Fx The Twist LLC Platform, and unless otherwise expressly stated herein, supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the Parties concerning the U-Fx The Twist LLC Platform or Content.
(b) No Waiver. No waiver by either Party of any breach of these Terms shall be deemed to be, or construed as, a further or continuing waiver of any other such breach or a waiver of any other breach of these Terms.
(c) Modification. We reserve the right to modify these Terms or any additional terms that apply to the U-Fx The Twist LLC Platform, at any time, without notice. You should review these Terms regularly. Your continued access or use of the U-Fx The Twist LLC Platform after the Terms have been revised constitutes your express consent to the modified Terms.
U-Fx The Twist LLC
115-06 Beach Channel Drive
Rockaway Beach, NY, USA.