END USER AGREEMENT

SERVICE TERMS APPLICABLE TO END USERS FOR ALL OTHER LOCATIONS

These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website located at www.Maximized Nutrition.com and the Maximized Nutrition mobile software application (collectively, the “Site”), each owned and operated by TSR Gym Technik Ltd. and its affiliates (collectively, “Maximized Nutrition”, “we”, “our” or “us”), and the services available thereon, including without limitation the services described in the “Service Description” section below (the “Service”).

If you have registered to use the Service by placing an order for a specific usage plan with Maximized Nutrition, thereby allowing access to and use of the Site by various End Users, or as a trainer, gym, coach or other fitness or nutrition professional, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training, meal planning or other related services to one or more End Users, you are a “Business User” and this Agreement does not apply to you. The Terms of Service applicable to Business Users are available here: https://www.Maximized Nutrition.com/businessTerms.

If you have registered to use the Service for the purpose of accessing, obtaining or otherwise acquiring fitness training, meal planning or other related services from a trainer, gym, coach or other fitness or nutrition professional, you are an “End User” and you agree to be bound by this Agreement.

BY ACCESSING OR USING THE SITE OR SERVICE OR BY CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON IN RELATION TO THESE TERMS OF SERVICE, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICE. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

IMPORTANT: THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN Maximized Nutrition AND YOU, INCLUDING THE REQUIREMENT THAT YOU RESOLVE ANY DISPUTES YOU HAVE WITH US THROUGH FINAL AND BINDING ARBITRATION, AND THAT YOU WAIVE THE RIGHT TO A JURY TRIAL OR CLASS ACTION LAWSUIT. PLEASE SEE THE “DISPUTES” SECTION BELOW FOR MORE INFORMATION.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, and you agree that you have reviewed and understand Maximized Nutrition’s Privacy Policy located at https://www.Maximized Nutrition.com/privacy the “Privacy Policy”), as it may be amended from time to time in the future.

We may amend any part of this Agreement by adding, deleting, or varying its terms from time-to-time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date and alerting you of such amendment by email or through a notification on the Service. We will include a link to the previous version of the terms beneath the new “Last Updated” date.

The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.

If you disagree with any amendments, you may terminate this Agreement by ceasing to use the Site and Service at any time within the 30-day period before the amendments take effect. If the amendment increases your obligations under this Agreement, or decreases our obligations under this Agreement, then you can also terminate in the 30 days after the amendments take effect. In either case, there is no cost or penalty for terminating. If you do not cease using the Site and Service during that time, then by your continued use, you are considered to have accepted the proposed amendments.

Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.

Service Description

The Service is the provision of access to and use of a platform that facilitates communications, interactions and transactions between Business Users and End Users for the purpose of enabling Business Users to monitor, coach, train and communicate with End Users, and enabling End Users to access workout and meal plans, track their progress, access their appointments and classes, buy products, and more. Access to and use of the platform is provided free of charge by Maximized Nutrition to you.

Maximized Nutrition does not provide or perform training or coaching. Maximized Nutrition is not responsible for any interactions that are facilitated through or in connection with the Service, nor does Maximized Nutrition have any control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the provision of coaching, training, workouts, meal plans, progress tracking, appointments, classes, product purchases and other services provided by Business Users to End Users.

Smart Meal Planner

Included as part of the Service is a tool that can be used to generate meal plans and healthy eating recommendations (the “Smart Meal Planner”). If you have elected to utilize the Smart Meal Planner, you acknowledge and agree that:

the Smart Meal Planner is not a diagnostic tool or medical device;
the Smart Meal Planner should not be used for the diagnosis, prevention, monitoring, treatment, alleviation, cure or mitigation of any disease, health or medical condition, injury, disability or physiological or pathological process or state;
any recommendations provided through the Smart Meal Planner are not intended to be a substitute for professional medical advice, diagnosis or treatment and you should (i) review and consider the appropriateness of such recommendations before implementing them; and (ii) discuss questions about any medical condition or health concern with your physician or other suitable medical professional;
you are solely responsible and liable for the information you input into the Smart Meal Planner, and you understand that the accuracy, suitability and safety of the meal plans and recommendations generated by the Smart Meal Planner may be negatively impacted if the information you input is inaccurate or misleading; and
Maximized Nutrition makes no representations, warranties or guarantees regarding the accuracy of caloric and other food nutritional information provided through the Smart Meal Planner. All such information is sourced from third party food vendors and restaurants. Maximized Nutrition cannot control the quality, quantity or consistency of foods served and sold by such third parties.

Special Consents and Acknowledgements

YOU ACKNOWLEDGE AND AGREE THAT:

IF YOU HAVE AN EMERGENCY, HAVE AN URGENT HEALTH CONCERN OR NEED TO OBTAIN MEDICAL ADVICE, YOU SHOULD REFRAIN FROM USING THE SERVICE AND SHOULD IMMEDIATELY CONTACT YOUR PHYSICIAN OR GO TO THE NEAREST HOSPITAL;
THE INFORMATION CONTAINED WITHIN THE SERVICE AND THE CONTENT (AS DEFINED BELOW) IS INTENDED TO BE GENERAL IN NATURE, NOTHING CONTAINED WITHIN THE SERVICE OR THE CONTENT CONSTITUTES MEDICAL ADVICE AND YOU SHOULD NOT RELY ON ANYTHING CONTAINED WITHIN THE SERVICE OR THE CONTENT AS A SUBSTITUTE FOR APPROPRIATE AND TIMELY CONTACT WITH YOUR PHYSICIAN;
Maximized Nutrition DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO: (I) CONTENT FORMING PART OF OR PROVIDED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION WORK-OUT PLANS, EXERCISE VIDEOS, AND OTHER SIMILAR CONTENT, WHETHER OR NOT PROVIDED BY OR ON BEHALF OF Maximized Nutrition; OR (II) ANY BUSINESS USERS YOU INTERACT WITH THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION THEIR QUALITY, EXPERTISE, EDUCATION OR LEVEL OF CERTIFICATION;
INTERACTIONS WITH BUSINESS USERS THROUGH THE SERVICE OR OTHERWISE ARE AT YOUR SOLE DISCRETION AND RISK;
YOU SHOULD NEVER CHANGE OR STOP ANY COURSE OF MEDICAL TREATMENT WITHOUT FIRST CONSULTING YOUR PHYSICIAN; AND
PARTICIPATING IN AN EXERCISE PROGRAM OR DIET CAN CAUSE INJURY, AND YOU ELECT TO DO SO ENTIRELY AT YOUR OWN RISK.

Intellectual Property Rights

All material available on the Site and all material and services provided by or through Maximized Nutrition, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Maximized Nutrition grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you. You are not permitted to download, copy or otherwise store any Materials.

If Maximized Nutrition, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Service or any of its users, data, or Materials, or to your or a third party system, then Maximized Nutrition may immediately suspend access to or use of the Service by you or any or all Business Users or End Users. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Maximized Nutrition has no liability to you for suspending the Service under this provision or for any other reason, with or without cause.

This section does not apply to Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Maximized Nutrition related to the Service, the Site or Maximized Nutrition or its business (“Feedback”) are and will be Maximized Nutrition’s exclusive property without any compensation or other consideration payable to you by Maximized Nutrition, and you do so of your own free will and volition. Maximized Nutrition may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Maximized Nutrition may decide into the Site, the Service, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby provide to Maximized Nutrition a perpetual, royalty-free, transferable, worldwide license to use for any reason all rights in any Feedback and, as applicable, procure the waiver of any moral rights and consent to acts which might otherwise infringe your moral rights.

For the purposes of this Agreement and the Privacy Policy, “personal information” is any information about or relating to an identified or identifiable individual, as defined in our Privacy Policy.

Maximized Nutrition retains the right to use or share any Aggregated Data generated by anyone using the Site or the Service, including our users, for the purpose of enhancing and providing the Service. “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any Content.

Your Account

Before you can interact with any Business Users via the Service, you must sign up for a Maximized Nutrition account (“Account”). In doing so, you agree that Maximized Nutrition is providing you with one user identification reference that you will use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Service in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, including but not limited to your social media profiles and location, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Maximized Nutrition that you have not misrepresented any Profile Information. We do not provide backups of your Profile Information, and you are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Service. Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Maximized Nutrition immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.

In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Maximized Nutrition subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting help@Maximized Nutrition.com. Doing so may have a material impact on our ability to provide any Service to you, and we are not responsible if you do so.

Business User Payments and Payment Processors

Certain Business Users have elected to utilize the Service to process payments related to goods or services offered by them to End Users through the Service (the “Integrated Payments Service”). Processing of payments for goods or services you receive from a Business User (“Business User Payments”) through the Integrated Payments Service is provided by Stripe Payments Canada Ltd., Recurly, Inc., Bambora Inc and their respective affiliates (each a “Payment Processor” and collectively, the “Payment Processors”). By providing your credit card or bank account details when making a Business User Payment, you authorize us to provide this information to the Payment Processors. You acknowledge and agree that each Payment Processor’s terms will govern your relationship and interactions with that Payment Processor and that our terms and policies do not govern with regard to the processing of your payment by any of the Payment Processors, and that we have no liability arising from your use of or access to any Payment Processor’s services. We are not responsible for any errors by any Payment Processor. You should review the applicable terms and policies of each Payment Processor, including their privacy and data gathering practices, available at the following websites:

Stripe Payments Canada Ltd.: https://stripe.com/en-ca/privacy
Recurly, Inc.: https://www.recurly.com/legal/terms/
Bambora Inc.: https://www.bambora.com/terms-and-conditions/

If you make a Business User Payment, Maximized Nutrition will, through its Payment Processors, facilitate the transfer of the Business User Payment to the applicable Business User, and such method of payment shall be considered the same as payment made directly by you to the Business User. You may only use the Service for legitimate transactions with Business Users. You are responsible for your relationship with Business User. Maximized Nutrition is not responsible for or liable to you for the goods or services you purchase from Business Users or for authorized and completed Business User Payments that are later the subject of a dispute, refund, or reversal, are submitted without authorization or in error, or violate any applicable laws.

Business User Payments paid by you are final and non-refundable, unless otherwise determined by Maximized Nutrition or the Business Users, as applicable.

Maximized Nutrition may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Service, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Business User Payments applied to you.

Submission of Content

The Site and the Service available thereon enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Content”), to Maximized Nutrition and/or Business Users for the purpose of providing the Service or as otherwise permitted under this Agreement. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.

Maximized Nutrition will use Content you upload solely in connection with providing the Service to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Service, you grant to Maximized Nutrition a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Service to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Service.

You acknowledge and agree that your Content may be disclosed to others in accordance with the selected privacy settings, utilized features and general functionality of the Service, and as such may be accessible to others including without limitation to: (i) other End Users of the Service; (ii) Business Users and their agents, (iii) third party service providers and their agents; (iv) any other person to whom any of the foregoing persons have granted access to your Content and (v) our affiliates in accordance with the Privacy Policy. Maximized Nutrition shall take commercially reasonable steps to ensure that Content identified as private within the functionality of the Service is not shared (unless you select otherwise), but you acknowledge and agree that Maximized Nutrition cannot and does not guarantee any confidentiality with respect to your Content whatsoever.

You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Maximized Nutrition or Maximized Nutrition’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree that Maximized Nutrition is not responsible for any violations of any third party intellectual property rights, privacy rights, publicity rights, trademark rights, contract rights or any other rights of any person or entity in any Content that you submit to Maximized Nutrition. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.

Monitoring

Maximized Nutrition may, but has no obligation to, monitor Content on the Site, or any website created using our Service. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Maximized Nutrition or its customers, or operate the Site or Service properly, or improve the Site or Service. Maximized Nutrition, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.

Trademarks and Rights of Publicity

Maximized Nutrition responds to complaints that Content infringes trademarks or celebrity material. Trademarks include logos, brand names, and trade dress, which is the distinctive visual appearance of a product or its packaging. Please be aware that celebrities, and others, may have a "right of publicity," which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. If you use a celebrity name or likeness on the Service and you do not have the celebrity's permission, you risk infringing the celebrity’s rights, and depending on the circumstances, this may be true for non-celebrities as well.

If you believe your rights have been infringed on the Service, please submit a notification of infringement to our agent listed in the Section entitled “Copyright and Trademark Compliance and Complaints” below. To submit a notification, you must be the trademark owner or the individual featured in a manner violating your rights of publicity, or an authorized agent of the trademark owner or featured individual.

When submitting a notification of trademark or trade dress infringement, provide a copy of the relevant trademark or trade dress registration(s) from the U.S. Patent and Trademark Office or other national trademark office. Please also provide the location on the Service where you believe the infringement is occurring.

If you are an intellectual property owner or an agent thereof and believe that either (1) any Content on the Service or (2) any material or activity contained on an online location to which the Service have referred or linked users, infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) and 512(d) for further detail):

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 on the Service are covered by a single notification, a representative list of such works on the Service;
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 us to locate the material (or in the case of referrals or links that are claimed to lead to infringing material or activity, identification of the reference or link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
a statement that you have a good faith belief that use of the material in the manner complained of 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this “Copyright and Trademark Compliance and Complaints” Section, your DMCA notice may not be valid. Emails or notices sent to Maximized Nutrition without a proper subject line, or for purposes other than communication about intellectual property claims, may not be acknowledged or responded to.

Acceptable Use and Conduct

You agree that you will not publish or make available any Content that, or use the Site or Service in a manner that:

infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
is harmful to minors in any way;
is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Maximized Nutrition;
impersonates a Maximized Nutrition employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Service or a portion thereof without proper authorization;
interferes or attempts to interfere with the proper working of the Site or Service or prevents others from using the Site or Service, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Service;
uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Service or the content contained therein;
facilitates the unlawful distribution of copyrighted Content;
except as expressly permitted by Maximized Nutrition, licenses, sublicenses, rents or leases the Service to third parties, or uses the Service for third party training, commercial time-sharing or service bureau use;
includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Service to users;
constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
stalks or otherwise harasses anyone on the Site or using the Service or with information obtained from the Site or Service;
collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Service for the purposes of automating logins to the Site;
attempts to gain unauthorized access to the computer systems of Maximized Nutrition or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Service;
posts adult or pornographic Content;
decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Service or any other Maximized Nutrition technology;
copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Service;
accesses the Site or Service for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Service;
accesses the Site or Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Service; (ii) interfering with the proper working, functionality or performance of the Site or Service; or (iii) preventing others from accessing or using the Site or Service.

Disclaimer of Warranties

THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS. YOUR USE OF THE SITE OR SERVICE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Maximized Nutrition EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS. Maximized Nutrition DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME Maximized Nutrition MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU, AND WITHOUT INCURRING ANY LIABILITY TO YOU OR ANY THIRD PARTY. YOUR ACCESS AND USE OF THE SITE AND THE SERVICE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICE OR OTHER ACTIONS THAT Maximized Nutrition, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. Maximized Nutrition MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICE; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICE.

Maximized Nutrition IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY Maximized Nutrition, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, ANY THIRD PARTY SITES OR SERVICES ACCESSED THROUGH LINKS ON OUR SITE OR SERVICES, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY Maximized Nutrition.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND SERVICE. Maximized Nutrition DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.

THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Maximized Nutrition OR THROUGH OR FROM THE SITE OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE SITE AND SERVICE ARE OFFERED AND CONTROLLED BY Maximized Nutrition FROM ITS FACILITIES IN CANADA. Maximized Nutrition MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICE ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN CANADA AND THE UNITED STATES. THOSE WHO ACCESS OR USE THE SITE OR SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Third Party Sites and Content

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Maximized Nutrition’s control, and you acknowledge that Maximized Nutrition is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Maximized Nutrition or any association with its operators. You further acknowledge and agree that Maximized Nutrition will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

Without limiting the foregoing, the Service utilizes certain YouTube API services, and by using the Service you are also agreeing to be bound by the YouTube Terms of Service (found at https://www.youtube.com/t/terms), as may be amended from time to time.

Exclusive Remedy and Limitation of Liability

THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS. YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL Maximized Nutrition OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICE (EVEN IF Maximized Nutrition HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICE, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. Maximized Nutrition’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO CDN$100. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, Maximized Nutrition’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, Maximized Nutrition WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO Maximized Nutrition OR THROUGH THE SERVICE. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.

THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICE PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN Maximized Nutrition AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT Maximized Nutrition WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.

You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

THIS PARAGRAPH IS NOT APPLICABLE TO QUEBEC CONSUMERS. Maximized Nutrition will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Service.

Indemnity

You agree to indemnify, defend, and hold harmless Maximized Nutrition, and its subsidiaries, affiliates, co-branders, all third party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Service, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Service and any Content, including without limitation your Profile Information, any Content you make available through the Site or Service, and any third party Content forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Maximized Nutrition reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Maximized Nutrition and you agree to cooperate with Maximized Nutrition’s defense of these Claims. You agree not to settle any matter without the prior written consent of Maximized Nutrition. Maximized Nutrition will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

Cancellation and Termination

Depending on the settings established by your trainer, gym, coach or other fitness or nutrition professional that provided you with access to the Service, if you wish to cancel your use of the Service, you may either cancel your Account at any time through the interface provided as part of the Service, or you may need to cancel pursuant to the contract you have entered with your trainer, gym, coach or other fitness or nutrition professional. Email requests (from email accounts other than your Maximized Nutrition email account) or phone requests to cancel your Account may not be accepted.

You will remain liable for all charges accrued on your Account up to the time of cancellation. Maximized Nutrition is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation or termination of your Account for any reason.

Maximized Nutrition reserves the right at any time, and without cost, charge or liability, to terminate this Agreement for any serious reason, including, but not limited to, a failure to comply with the terms of this Agreement, if your use of the Site or Service is in violation of this Agreement or applicable laws, if your use disturbs the normal operation of the Site or Service for other users, or attempts to circumvent our security measures. Maximized Nutrition reserves the right to modify, suspend or discontinue the Site and/or Service, or any portion thereof, at any time and for any reason.

Data Usage and Charges

The Service may use information and data transmission networks operated by third parties to send data, information and Content from a computer or device to Maximized Nutrition’s servers, and to serve data, information and Content back to such computer or device. Depending on your wired or wireless data or similar plan with such third party operators, you may incur charges from such third party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Service and/or as a result of data, information and Content submitted or received by your computer or device through the Service.

Disputes

THIS SECTION IS NOT APPLICABLE TO QUEBEC CONSUMERS.

BY AGREEING TO THIS AGREEMENT, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST Maximized Nutrition ON AN INDIVIDUAL BASIS IN ARBITRATION AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST Maximized Nutrition, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION BROUGHT AGAINST Maximized Nutrition BY SOMEONE ELSE.

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration:

if you are a US resident, under the Streamlined Arbitration Rules and Procedures of JAMS, and the place of arbitration shall be Seattle, Washington; and
if you are a resident of any other jurisdiction, under the applicable Rules of Procedure of the Vancouver International Arbitration Centre, and the place of arbitration shall be Vancouver, British Columbia, Canada.

Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

If there is any dispute between you and Maximized Nutrition about or involving this Agreement, the Site or the Service:

if you are a US resident, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the State of Washington, or US federal law to the extent applicable, without regard to conflict of law provisions; and
if you are a resident of any other jurisdiction, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

No action, regardless of form, which arises from or is related in any way whatsoever to this Agreement, may be commenced by you more than twelve (12) months after such cause of action accrues.

Miscellaneous

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.

This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by Maximized Nutrition without restriction.

You agree that if Maximized Nutrition does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Maximized Nutrition has the benefit of under any applicable law), this will not be taken to be a formal waiver of Maximized Nutrition’s rights and that those rights or remedies will still be available to Maximized Nutrition.

The sections of “Special Consents and Acknowledgements”, “Intellectual Property Rights”, “Submission of Content”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Indemnity”, “Cancellation and Termination”, “CCPA Required Terms”, “Disputes” and “Miscellaneous” and any other provisions of this Agreement that are intended to survive termination or expiry of this Agreement will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

Contacting Maximized Nutrition

You may contact Maximized Nutrition:

by email at meredith@Maximized-Nutrition.com;
by telephone at 816-853-0113.

END USER AGREEMENT

SERVICE TERMS APPLICABLE TO END USERS FOR ALL OTHER LOCATIONS

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