Terms of service

Effective Date: Jun 04, 2024

Last Modified: Jun 04, 2024

OVERVIEW

These Terms of Service is entered into by and between you ("you," "your," or “User” as applicable) and WEHEARTLEON LLC ("Company," “5AM Fit Club,” "we," "us). We offer this Site, including all information, services, products, programs, tools and other content available on this Site to you, the user, conditioned upon your acceptance of all the terms, conditions, policies, and notices stated in these terms of service (hereinafter, the “Terms”). These Terms apply to our websites, mobile applications, software platforms, services, products, or online offerings (collectively, the “Platform”), and will be available by link on all sites and offerings which it covers.

Please read these Terms carefully before accessing or using our Site or Platform. Your access to and use of the Site or our Platform is conditioned upon your compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use our Site or Platform.

Any new features or tools which are added to the current Site or our Platform shall also be subject to these Terms. You can review the most current version of these Terms at any time on this page. We reserve the right to update, change, modify, or replace all or any part of these Terms from time to time in our sole discretion, by posting updates, modifications, and/or changes to our Site, with or without notice to you. It is your responsibility to check this page periodically for any such changes or updates.

SECTION 1 - ACCEPTANCE AND GENERAL CONDITIONS

By accessing or using any part of the Site or our Platform, you agree to be bound by these Terms. If you do not agree to any or all of the terms and conditions set forth in these Terms, you do not have permission to access the Site or use our Platform. You agree to abide by the rules and policies which are established from time to time by us in these Terms, and your continued use of or access to the Site or our Platform following the posting of any changes, modifications, or updates constitutes your express acceptance thereof.

WHEN YOU ACCESS THE SITE, YOU UNDERSTAND THAT YOU MAY SEE GRAPHIC DEPICTIONS OF NUDITY. BY ACCESSING AND/OR USING THE SITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU WISH TO SEE SUCH MATERIALS. To access our Site, you must be eighteen (18) years old or older and have the requisite legal capacity, power, and authority to enter into these Terms. Our Site, and its content are intended for persons over the age of eighteen (18). If you do not meet the age requirement described herein, please exit our Site, even if you are accessing the Site with your parent’s or legal guardian’s consent. If you continue to access our Site, you expressly affirm that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms and terms and conditions of this nature.

You agree to use the Site, Platform, and the content only for purposes and in the manner permitted by these Terms, our Privacy Policy, other applicable terms and conditions, and any applicable law, regulation, and generally accepted practices or guidelines in the relevant jurisdiction. You agree not to engage in any activity that interferes with or disrupts the Site, the Platform, or the servers or networks connected to the Site, or the Platform. You agree not to reproduce, duplicate, copy, sell, trade, or resell the Platform, products, or content, unless otherwise expressly agreed to in a separate written agreement with Company. You agree that you are solely responsible for any breach of your obligations under these Terms and for the consequences, including, without limitation, any damage that Company may suffer due to any such breach.

Your use of the Site, and the Platform is entirely at your own risk, and Company shall not be liable in any way in connection therewith. It shall be your own responsibility to ensure that the Platform, any services, products, content, or information available through the Site meet your specific requirements.

You agree to be financially responsible for all purchases you or someone acting on your behalf makes through the Site. You shall not transmit through the Site any material or information which violates or infringes on the rights of others or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable as reasonably determined by us, contains injurious formulas, recipes, or instructions which encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, rule, or regulation.

SECTION 2 – SUBSCRIPTIONS

The Company shall provide information about the available subscription (“Subscription”) plans, pricing, and the benefits and services included in such Subscription on the Site or Platform. We reserve the right to change pricing for a Subscription or any components of a Subscription in any manner and at any time. Any price change will take effect following reasonable notice to you of such change.

Your Subscription will Automatically Renew. The term of your Subscription will be determined according to the Subscription plan you select during registration and will automatically renew for such term duration (each a "Subscription Term"). A Subscription Term may vary, for example, with monthly, bi-annual or annual automatic renewal terms, as described in the course of your transaction. Your Subscription will automatically renew for additional Subscription Terms as long as your Subscription continues, until you cancel your Subscription, or we suspend or stop providing the Subscription in accordance with these Terms. Unless otherwise indicated by us, you will be charged prior to, or at the beginning of, each renewal Subscription Term. Before charging you for a Subscription Term, we will notify you of the applicable fees, and the renewal will occur at the price then in effect for the Subscription.

You may cancel your subscription at any time on the Site or by any other cancellation method dictated by the Company. Your cancellation will take effect at the end of the current Subscription Term. In the In the event you cancel your Subscription, note that we may still send you promotional communications about the Company’s products or services, unless you opt out of receiving those communication by following the unsubscribe instructions provided in the communications.

No Refunds. When you cancel your Subscription, you cancel only future charges for your Subscription. You will not receive a refund for the current Subscription Term you paid for, but you will continue to have full access to the Subscription until the end of that current Subscription Term.

Free Trials. From time to time, we may offer free trials of certain Subscriptions for specified periods of time without payment. If we offer you a free trial, the specific terms of your free trial will be provided in the materials describing the particular trial. Once your free trial ends, we (or our third-party payment processor) will begin billing your designated payment method on a recurring basis for your Subscription (plus any applicable taxes and other charges) for as long as your Subscription continues, unless you cancel your Subscription prior to the end of your free trial. Instructions for canceling your Subscription are described in the sections above. To avoid any charges, you must cancel your Subscription before the end of your free trial period. Before charging you at the end of the free trial period, we will notify you of the applicable fees.

SECTION 3 - ACCOUNT INFORMATION AND PAYMENTS

In order to access and use the Site and purchase a Subscription, you must register for and maintain an active personal user services account ("Account"). You may be asked to supply certain information relevant to your Account or purchase, including, without limitation, your name, e-mail address, your credit card number, the expiration date of your credit card, and your billing address. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Account or purchase; and (ii) the information you supply is true, correct, and complete. The Site may employ the use of third-party services for the purpose of facilitating payment and the completion of purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

You agree to maintain accurate, complete, and up-to-date information on your Account, including a valid phone number, address and payment method. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account. You are responsible for maintaining the confidentiality of your Account and password, including, but not limited to, the restriction of access to your device(s) or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account or billing information. You may not use the billing information or identity of another person or entity without proper prior authorization. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders/bookings in our sole discretion without notice.

You agree to pay all fees and charges associated with your Account on a timely basis and according to the fee schedule, the terms and the rates as published in the Platform. More information about when service fees apply and how they are calculated can be found on the Platform. By providing us with your payment information you authorize us to bill and charge you through that payment method and you agree to maintain valid payment information on your Account. Except as otherwise provided on the Platform, service fees are non-refundable.

In creating an Account, you will be prompted to create a username and password, or provide appropriate payment information (such as a credit card, debit card or the like)(collectively, “Payment Method”). You may not choose a username that may falsely represent you as someone else or a name that may otherwise be in violation of the rights of any other individual or entity. We reserve the right to disallow the use of usernames or cancel, at any time, the membership of any user who uses their selected username in violation of these Terms or in any other way we deem inappropriate in our sole discretion. You are solely responsible for any and all activities conducted and purchases made through your Account.

With respect to Accounts which have more than one age-verified user, the person in control of the Account is deemed to be the person whose email address is associated with the Account, unless there is payee information associated with the Account, in which case the payee is deemed to be the person in control of the Account. Material changes to Accounts may only be made at the request of the person deemed to be in control of the Account. Material changes include changes to the email address associated with the Account, changes to payee information, and changes to two-factor authentication settings (if Company implements two-factor authentication in its absolute and sole discretion). You understand and agree that the person deemed to be in control of any such Account will have full access to and control over all information associated with the Account, including all information collected on such Account. For more information about information we collect, please see our Privacy Policy.

You are solely responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password, including without limitation any unauthorized access to the Site caused by you, including access which may violate applicable laws and/or subject you to criminal prosecution. This will result in your immediate ban from the Site and deactivation of your Account. We will not release your password for security reasons. You agree to (i) immediately notify us of any unauthorized use of your Username or password or any other breach or suspected breach of security, and (ii) ensure that you log out of your Account each time you stop interacting through the Site.

Registered users are able to use the messaging function of the Site and perform other functions on the Site subject to the following limitations: (a) Company may limit the amount of bandwidth dedicated to any account; and (b) Company reserves the right to display advertising on Account pages. Please consult the 5AM Fit Club Privacy Policy for special terms as they relate to Accounts. Accounts are governed by these Terms of Service, including, without limitation, sections on prohibited user conduct, and you are encouraged to review these terms carefully. Under no circumstances may Accounts be used to infringe the copyright or any other right of any person or entity. You are encouraged to maintain back-up copies of the content you post on your Account. The Account service may only be used by people who are at least 18 years old.

Please choose carefully the information you post on your Account and that you provide to other members. The information provided by other users in their Accounts may contain inaccurate, inappropriate or offensive material, products or services for which the Company assumes no responsibility or liability. Company reserves the right, at its sole discretion, to reject, refuse to post or remove any content posted by you, and to restrict, suspend, or terminate your access to all or any part of 5AM Fit Club, at any time, for any or no reason, with or without prior notice, and without liability.

You are responsible for all charges associated with connecting to or using our Site and all amounts owed to your internet service provider. You agree that all such charges incurred by you are entirely your responsibility. For example, depending on your particular location and chosen internet service provider, you may be responsible for long-distance charges and/or other communication surcharges. Any discounts and promotional pricing associated with your Account, will expire as applicable, except where prohibited by applicable laws. We reserve the right to set the expiration date of these items in our sole discretion.

If you believe that your Payment Method has been erroneously billed, please notify us immediately of such error. If we do not hear from you within thirty (30) days after such billing error first appears on any Account statement, such fee will be deemed accepted by you for all purposes, including resolution of inquiries made bank. You release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to us within thirty (30) days of its publication. We reserve the right to impose transaction limits on Users based upon a variety of factors including, without limitation, length of membership to the Site, location, change in access information, and amount of refund requests. Please note that abuse of special offers, including creating multiple accounts to take advantage of such offers, is a violation of these Terms.

If you have any concerns about a bill or a payment, please contact us immediately by sending an email to Support@5amfitclub.com.

SECTION 4 – PRICES ON THE SITE

All prices for the Transactions and different Subscription plans on our Site are shown in US Dollars, in accordance with the list of available digital currency rates stipulated on the Site. Applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice, including without limitation, as based on any criteria as we may establish from time to time; provided, however, that if we change the amounts or other charges associated with our various Subscription plans, we will provide advance notice of such changes by sending an email to the email address associated with your Account, or by any other means deemed reasonable by us in our sole and absolute discretion.

If any such change is unacceptable to you, you may terminate your Account as provided below. Your continued use of our Site following the eﬀective date of any such change shall constitute your acceptance of any such change.

SECTION 5 – HEALTH AND SAFETY

CONSULT YOUR DOCTOR BEFORE USING THE SITE OR PLATFORM. YOU SHOULD CONSULT WITH YOUR DOCTOR BEFORE BEGINNING THE FIGHTCAMP SERVICE OR ANY NEW FITNESS PROGRAM. THE SERVICES AND ANYTHING STATED OR POSTED ON THE SITE OR PLATFORM ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY INJURIES, OR AS A SUBSTITUTE OR REPLACEMENT FOR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. IF YOU HAVE A MEDICAL OR HEART CONDITION, CONSULT YOUR DOCTOR BEFORE USING THE SITE OR PLATFORM, ENGAGING IN AN EXERCISE PROGRAM, OR CHANGING YOUR DIET. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY STOP USING THE SITE OR PLATFORM AND CONSULT WITH A MEDICAL PROFESSIONAL.

DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF ANY INFORMATION MADE AVAILABLE OR HEARD ON THE SITE OR PLATFORM. WE ARE NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM TRAINING PROGRAMS, CONSULTATIONS, PRODUCTS, OR EVENTS YOU LEARN ABOUT THROUGH THE SERVICES. IF YOU ENGAGE IN ANY EXERCISE PROGRAM YOU RECEIVE OR LEARN ABOUT THROUGH THE SITE OR PLATFORM, YOU AGREE THAT YOU DO SO AT YOUR OWN RISK AND ARE VOLUNTARILY PARTICIPATING IN THESE ACTIVITIES.

SECTION 6 – CONTENT

ALL MATERIALS, INCLUDING MESSAGES, AND OTHER COMMUNICATIONS, CONTAINED ON THE PLATFORM ARE INTENDED FOR DISTRIBUTION EXCLUSIVELY TO CONSENTING ADULTS IN LOCATIONS WHERE THE MATERIALS, MESSAGES AND OTHER COMMUNICATIONS CONTAINED ON THE PLATFORM DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY. NO PERSONS UNDER THE AGE OF MAJORITY MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE CONTENTS OF THE PLATFORM OR PLACE ANY ORDERS FOR MATERIALS ADVERTISED AT OR ON THE PLATFORM. YOU HEREBY ACKNOWLEDGE AND REPRESENT THAT YOU KNOW AND UNDERSTAND THAT THE MATERIALS PRESENTED ON, DOWNLOADABLE FROM, AND/OR ABLE TO BE PURCHASED FROM THE PLATFORM INCLUDE EXPLICIT PICTORIAL, VIDEO, AUDIO, AND/OR TEXTUAL DEPICTIONS OF SEXUAL ACTIVITIES; THAT YOU ARE FAMILIAR WITH MATERIALS OF THIS KIND; THAT YOU ARE NOT OFFENDED BY SUCH MATERIALS; AND THAT BY AGREEING TO THESE TERMS OF SERVICE YOU ARE WARRANTING TO THE COMPANY THAT YOU ARE INTENTIONALLY AND KNOWINGLY SEEKING ACCESS TO SUCH EXPLICIT SEXUAL MATERIALS FOR YOUR OWN PERSONAL ENJOYMENT.

PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE PLATFORM AND YOU MUST IMMEDIATELY CEASE DOWNLOADING, INSTALLING, OR USING THE PLATFORM.

BY DOWNLOADING, INSTALLING, ACCESSING, BROWSING, SIGNING UP, OR USING THIS PLATFORM, YOU ACCEPT AND AGREE TO THESE TERMS WHICH BIND YOU LEGALLY, AND YOU FURTHER:

1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS;

2. REPRESENT AND WARRANT YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, WHICHEVER IS HIGHER (THE "AGE OF MAJORITY"), AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU HAVE NOT ATTAINED THE AGE OF MAJORITY, YOU MUST EXIT THE PLATFORM IMMEDIATELY AND MAY NOT USE OR ACCESS ALL OR ANY PART OF THE PLATFORM FOR ANY REASON NOR MAY YOU PRINT OR DOWNLOAD ANY CONTENTS OR PURCHASE ANY CONTENTS FROM THE PLATFORM;

3. ACKNOWLEDGE THAT WE WILL COLLECT AND USE YOUR INFORMATION TO PROVIDE THE PRODUCTS AND SERVICES YOU REQUEST THROUGH THE PLATFORM;

4. UNDERSTAND THAT THE PLATFORM OFFERS ONLINE ENTERTAINMENT SERVICES THAT MAY BE DEEMED ADULT IN NATURE AND WHICH MAY CONTAIN GRAPHIC DEPICTIONS, NUDITY, ADULT LANGUAGE, AND DESCRIPTIONS OF EXPLICIT SEXUAL ACTIVITY. YOU ACKNOWLEDGE THAT YOU ARE AWARE OF THE NATURE OF THE CONTENT PROVIDED BY THE PLATFORM, THAT YOU ARE NOT OFFENDED BY SUCH CONTENT AND THAT YOU ACCESS THE PLATFORM FREELY, VOLUNTARILY AND WILLINGLY;

5. ACKNOWLEDGE THAT THE PLATFORM CONTAINS ONLY IMAGES PROTECTED BY THE FIRST AMENDMENT TO THE UNITED STATES CONSTITUTION. IF YOU ARE SEEKING OBSCENITY OR CHILD PORNOGRAPHY, PLEASE LEAVE THIS PLATFORM IMMEDIATELY;

6. WARRANT THAT ALL INFORMATION PROVIDED UPON REGISTRATION AS PART OF YOUR ACCOUNT IS TRUE, COMPLETE, AND ACCURATE, AND THAT YOU WILL PROMPTLY INFORM US OF ANY CHANGES TO SUCH INFORMATION BY UPDATING THE INFORMATION ON YOUR ACCOUNT;

7. AGREE TO TERMS OF THE COMPANY’S PRIVACY POLICY (“PRIVACY POLICY”), AVAILABLE ON THE SITE; and

8. ACKNOWLEDGE AND AGREE THAT THE PLATFORM ACCESSES AND USES YOUR LOCATION INFORMATION BASED ON THE LOCATION OF YOUR DEVICE AT THE TIME OF CONNECTION.

If at any time after reviewing or using the Platform you wish to terminate such use or these Terms, you must uninstall, remove, and/or cease the use of the Platform from your Device completely and delete any copies thereof in your possession. “Device” means any Android or iOS compatible basic phone, smartphone, smart watch, tablet, smart tv, or computer.

NO CHILD PORNOGRAPHY: You understand that all individuals appearing on the Platform are, and were at the time of all recorded images, at least 18 years of age, and that the Platform contains no child pornography. We take a strong and definite stand against child pornography and only publish images of consenting adults for consenting adults. If you believe that you see any images, real or simulated, depicting minors engaged in sexual activity within the Platform, please report to Support@5amfitclub.com. Include with your report any appropriate evidence, including the date and time. All reports will immediately be investigated, and the appropriate action will be taken. We enthusiastically cooperate with any law- enforcement agency investigating child pornography. If you suspect other outside websites are participating in unlawful activities involving minors, please report them to www.asacp.org.

SECTION 7 - INTELLECTUAL PROPERTY

You acknowledge and agree that Company (and its licensors, where applicable) own all legal right, title, and interest in and to the Site and Platform, including the content and any intellectual property rights which subsist in the Site or Platform, whether registered or not, which is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. You acknowledge that the Site and Platform may contain information which is designated confidential and/or proprietary by Company and that you shall not disclose such information without Company’s prior written consent. Nothing within these Terms shall be construed as conferring any license under any of the Company's or under any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the Site is protected by copyright, trademark, patent, or other proprietary rights of the Company and its affiliates, licensors and service providers (“Company Content”). Except as expressly permitted to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by the Company in connection with the products (if any) and services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by the Company, any of the Company’s affiliates, or any of the Company’s service providers. You agree not to use any of the trademarks or service marks or other Company Content accessible through Company for any purpose other than the purpose for which such Company Content is made available to users by the Company. You agree not to defame or disparage the Company, the trademarks or service marks of Company, or any aspect of the products (if any) and services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the products and services or any software or programs used in connection with the products and services or the Company. All marks that appear throughout the products and services belong to Company or the respective owners of such marks, and are protected by U.S. and international copyright and trademark laws. Any use of any of the marks appearing throughout the products and services without the express written consent of Company or the owner of the mark, as appropriate, is strictly prohibited. Company may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the Site in order to access third-party material or by bringing third-party material into this Site via "inverse" hyperlinks and framing technology. The Company has no control over such third-party sites and resources. You acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Company Content, advertising, products, or other materials on or available from such third-party sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Company Content, goods or services available on or through any such site or resource.You are not allowed to modify, copy, distribute, reproduce, republish, create derivatives based upon, sell, display, rent, lease, loan, or trade any of the Company’s intellectual property or Site content, whether in whole or in part, without the prior written permission from Company or the rightful intellectual property owner.

In order to maintain the privacy and security of your Account, you hereby grant Company a limited, non-exclusive, worldwide, royalty-free license to any and all copyrightable content posted by you on or through 5AM Fit Club. You also grant and assign Company or its affiliates the right and authority to enforce your Digital Millennium Copyright Act (“DMCA”) and any and all intellectual property rights against alleged infringers at your request. This provision does not constitute or represent in any way a partnership, joint venture or any other fiduciary relationship between you and Company. Further, Company does not warrant or guarantee that it can or will enforce your intellectual property rights against alleged infringers. Company reserves the right through this limited license to enforce your rights at your request; however, it remains the sole and primary responsibility of each member, the Content creator and owner, to police and enforce your rights against alleged infringers.

SECTION 8 – USER CONTRIBUTIONS

The Site may contain feeds, chat rooms, personal web pages or profiles, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions" or “User Content”) on or through the Site. All User Contributions must comply with the standards set out in these Terms of Service.

If you submit content you own, you retain your ownership of your intellectual property rights. We do not claim any ownership interest in your User Contributions. However, by uploading, posting or submitting User Contributions to the Site you hereby grant the Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Contributions, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. In connection with the exercise of these rights, you grant Company, and anyone authorized by Company, the right to identify you as the author of your User Contributions by your screen name on the Site, as we deem appropriate. Users will not receive any compensation of any kind for the use of their User Contributions.

By uploading, posting or submitting User Contributions to the Site you represent and warrant that (a) such User Contributions are nonconfidential, (b) you own and control all of the rights to the User Contributions or you otherwise have all necessary rights to post such User Contributions, (c) you authorize Company to use such User Contributions for the purposes described in these Terms, (d) the User Contributions are accurate and not misleading or harmful in any manner, and (e) the User Contributions, and your use and posting thereof, do not and will not violate these Terms or any applicable law, rule, regulation or third party right.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site. 5AM Fit Club has no obligation to pre-screen any content. You use all User Contributions and interact with other users at your own risk. Without limiting the foregoing, 5AM Fit Club reserves the right, but not obligation, in its sole discretion to pre-screen, refuse, or remove any content. 5AM Fit Club shall have the right to remove any content that violates these Terms or is otherwise objectionable.

Whilst we do not own your User Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your User Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your User Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf.

SECTION 9 – MONITORING AND ENFORCEMENT; TERMINATION

We have 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 the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Site, 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 content 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.

SECTION 10 – CONTENT STANDARDS

These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

SECTION 11 – PERSONAL ENJOYMENT

As a user of our Site in any manner, you certify that you are not a member of the media or any agency of law enforcement, or that if you are, you are using our Site solely for your personal enjoyment and not as part of any investigation or gathering of information, and that you will not use any such information in any manner without the express written permission of the Company. You agree that everything that you observe here will be kept in strict confidence, and that you will do nothing to jeopardize the privacy and identities of any other participant in the Site without the expressed written permission of the Company. You may not, download, reproduce, sell, rent, perform, or link to any content made available through the Site, except as expressly permitted by the user, as appropriate, responsible for such content or otherwise as permitted by these Terms and applicable legislation.

SECTION 12 – NO PROSTITUTION OR SEX TRAFFICKING

We strictly prohibit our Site being used in any way whatsoever to engage in, participate in, assist, support, or facilitate any act of prostitution, sex traﬃcking of children, or sex traﬃcking of anyone by means of force, fraud, or coercion. This includes but is not limited to prohibiting you from using our Site:

1) to exchange any personal contact information with one of our models or other users or to have any communication with one of our models or other users which would in any way reasonably result in any type of face-to-face offline meeting involving you and one of our models or other users; or

2) to discuss in any way with one of our models any type of transaction whatsoever involving use of any other service or method of interfacing with one of our models, such as use of any other Internet-based service or product.

Any violation of these prohibitions will result in immediate cancellation of your Account with us, and you will be blocked from ever using our Site in the future. We will cooperate fully with any criminal investigation by any police or other government criminal enforcement agency.

SECTION 13 – NO IN-PERSON INTERACTIONS

We do not recommend or condone any form of interaction between users outside of the Site and, as disclosed elsewhere in these Terms, your use of and interactions through the Site are done at your own risk. Use of the Site to arrange face-to-face meetings for the purpose of engaging in illegal activity is strictly prohibited and will subject your Account to immediate termination. If you elect to legally interact with any user outside of the Site, you do so at your own risk, and you acknowledge and agree that we are not responsible for any consequences of your election to interact with anyone, whether in person or otherwise, outside of the Site. We cannot and will not intervene in any matters or disputes which take place outside of the Site including with respect to situations where we are provided third party screen captures or records as we cannot verify such screen captures or records. In the event that you determine to communicate with another user outside of the Site despite these cautions, you should, at a minimum, consider the following precautions:

1. Anyone who can commit identity theft can also falsify a profile.

2. There is no substitute for acting with caution when communicating with any stranger who wants to meet you.

3. Never include your last name, email address, home address, phone number, place of work, or any other identifying information in your profile or initial email messages. Immediately stop communicating with anyone who pressures you for personal or financial information or attempts in any way to trick you into revealing it.

4. If you choose to have a face-to-face meeting with another user, always tell someone in your family or a friend where you are going and when you will return. Never agree to be picked up at your home. Always provide your own transportation to and from the meeting and meet in a public place with many people around.

5. All the money and gifts you send to other users or our models, whether directly or indirectly, through the Site or outside of the Site, is done at your own risk. We will not intervene or become involved in any dispute between users.

SECTION 14 – NO CHILD PORNOGRAPHY

For the purpose of these Terms, "Child Pornography" includes, but is not limited to (i) any materials showing a person under the Age of Majority in a state of undress, or engaged in any suggestive or sexual acts of any kind; (ii) any materials that simulate the foregoing, such as dolls, animated films or shorts, adults made to look like children or suggest that they are below the Age of Majority; and, (iii) discussion of child pornography or child exploitation. Child Pornography and the exploitation of children is a serious crime. All Users are strictly prohibited from using the Site to distribute, access, or solicit Child Pornography or engage in any conduct or discussion exploitative of a person below the Age of Majority, including by way of role play. If you see anything on the Site that violates this provision or seems questionable, report it immediately to us at Support@5amfitclub.com. We will immediately investigate any claim and take the appropriate action. IF YOU ARE SEEKING OR HAVE AN INTEREST IN ANY TYPE OF PEDOPHILIC CONTENT, YOU MUST IMMEDIATELY LEAVE THIS SITE. YOU WILL BE BANNED FOR EVEN DISCUSSING SUCH ACTIVITY OR ENGAGING IN INAPPROPRIATE ROLE PLAY. SIMPLY PUT, PEOPLE WITH INTERESTS IN CHILDREN, INCLUDING EVEN JUST ROLE PLAY, ARE NOT WELCOME TO USE THE SITE AND WILL BE DEALT WITH IN THE HARSHEST MANNER POSSIBLE.

SECTION 15 - PROHIBITED USES

You agree to use our site only for lawful purposes. You shall not use the Site, either directly or indirectly, to:

● For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

● Post or submit any unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, or racially or ethnically objectionable Content.

● Post or submit any Content or take any other action which might reasonably be expected to harass, threaten, embarrass, or cause distress, unwanted attention or discomfort for another User or other user of our Site or any other person or entity.

● Post, transmit, promote, link, or facilitate the distribution of Content that may reasonably be considered to be obscene, including but not limited to bestiality, urination/defecation, fisting, incest, extreme sadomasochism or bondage presented in a sexual context, or any presentation of minors engaged in intimate physical contact, lascivious display of the genitals, or sexual situations, acted or depicted.

● Harass, stalk, abuse, or threaten any of the Users on or associated with our Site.

● Provide any of your personal contact information to any User on or associated with our Site (and in the event that you do so, you agree that we have no liability for any results or events which occur because you did so).

● In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

● Disrupt the normal flow of dialogue in a Messaging Chat or otherwise act in a manner that negatively aﬀects other Users, individuals or entities.

● Transmit, or procure the sending of, any advertising or promotional, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

● Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

● Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Company or Users of the Site, or expose them to liability.

● Post or submit (or cause to be posted or submitted) a chain letter or pyramid scheme.

● Post or submit (or cause to be posted or submitted) any unsolicited advertising, promotional materials, or other forms of solicitation to other Users, individuals or entities, or collect or harvest screen names of other Users, without permission.

● Post or submit (or cause to be posted or submitted) any communication or solicitation designed or intended to obtain a password of a Account or private or financial information from any User or other person.

● Spread or distribute any viruses, bugs of any type whatsoever.

● Create a new Account in order to access the Site after your Account or access has been terminated by the Company.

● Purchase any goods or services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the User’s alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase such goods or services.

● Take anything any other person has uploaded, posted, or emailed to you on Company and re-post such Content anywhere outside of Company without the expressed written permission of the person who uploaded, posted or emailed the Content to you.

● Upload, post, email, or otherwise transmit private conversations between two people in any public forum on Site without the expressed written consent of the people who are involved in said private conversation.

● Post, directly or indirectly, any personally identifying information about another member without their consent. Personally identifying information can include, but is not limited to, a person's full name, first name, last name, email address, profession, phone number, address and place of work.

● Use Site to do any academic or corporate research without the expressed written consent of the Company.

● Cross-post the same message, be it by one person or multiple people, more than 3 times in a day.

● Use Sites for any fraudulent purposes.

● Collect or store personally identifying information about any other User(s) for commercial purposes without the expressed consent of those User(s) or for any unlawful purposes.

● Impersonate any person or entity, including, but not limited to, a Company or Company official, employee, consultant, or otherwise, or falsely state or otherwise misrepresent Your affiliation with a person or entity.

Additionally, you agree not to:

● Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.

● Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Site that you are not authorized to access.

● Develop any third party applications that interact with User Contributions or the Site without our prior written consent.

● Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.

● Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.

● Use or attempt to use another User’s Account without authorization from such User and Company.

● Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Company Content, area or code of the Site.

● Use any device, software, or routine that interferes with the proper working of the Site.

● Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

● Engage in any harassing, threatening, intimidating, predatory or stalking conduct.

● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.

● Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

● Otherwise attempt to interfere with the proper working of the Site.

We have and enforce a repeat infringer policy. We will terminate the Accounts of any User who is determined to be a repeat infringer.

SECTION 16 – COPYRIGHT INFRINGEMENT

Company respects the intellectual property of others. It is Company's policy to respond expeditiously to claims of copyright and other intellectual property infringement. Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Company may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Company will terminate access for users who are repeat infringers.

Notifying Company of Copyright Infringement:

To provide Company notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." to Support@5amfitclub.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Company with Counter-Notification:

If you feel that your material does not constitute infringement, you may provide the Company with a counter-notification by written communication to the attention of "DMCA Counter-Notification Dept." at Support@5amfitclub.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking advice of legal counsel.

SECTION 17 - THIRD-PARTY LINKS

Certain content, advertisements, recommendations, information, products, and services available via our Site and Platform may include materials from or links to third-party websites or services, which are not controlled or owned by us. Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating their content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials, websites, or sites, or for any other materials, products, or services of third parties. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party website, sites, or services. We do not warrant the offerings of any third-party providers or their sites.

You acknowledge and agree that we shall not be liable, whether directly or indirectly, for any harm, loss, or damages caused or alleged to be caused by or in connection with your use or reliance on such content, goods, resources, transactions, or services available on or through any third-party websites. We strongly advise you to review carefully any third-party's policies, terms, conditions, and practices before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the third-party.

SECTION 18 - PERSONAL INFORMATION AND COLLECTION OF LOCATION

Your submission of personal information through the Site is governed by our Privacy Policy. Please review our Privacy Policy at for more detailed information.

The Site accesses and uses your device location information for our analysis of geographic dispersion of our Platform based on the area where your device is located. In addition, this Site collects and uses your name, address, email address, phone number, IP Address, cookie data, device information (such as OS, browser user agent string). It is your responsibility to keep your device and access to the Site secure. If you access the Site from locations outside the United States, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws.

You agree to receive pre-programmed notifications (location alerts) on your device if you have turned on locational services on your mobile telephone or other handheld devices (as the case may be).

SECTION 19 - ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on our Site that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, promotions, offers, charges, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders/bookings if any information on the Site or on any related Site is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Site or on any related Site, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Site or on any related Site, should be taken to indicate that all information on the Site or on any related Site has been modified or updated.

SECTION 20 – USER REPRESENTATIONS AND WARRANTIES

You represent and warrant the following:

· You are familiar with the laws in your area that may affect your legal right to access or transmit erotica or adult-oriented material and, by your accessing the site, you are representing and warranting that you are not prohibited by law from accessing or using the Site or transmitting in any way any adult-oriented material.

· You are not a registered sex offender in any jurisdiction and have never been convicted of any type of sexual crime against any person or animal.

· You are voluntarily choosing to proceed with your use of the Site because you want to view, read, or hear various content, including, without limitation, content of an explicit adult nature for your own personal enjoyment, information, and/or education.

· You are familiar with the standards in your community regarding acceptance of sexually-oriented materials, and the materials you expect to encounter through use of the Site are within your community standards. Should the content you encounter through the Site not meet your community standards, you will immediately cease use of the Site.

· You have not notified any governmental agency, including the U.S. Postal Service, that you do not wish to receive sexually oriented material.

· You will not violate any civil or other rights of any other User or any third party.

· Any content that you upload or stream will be your original work and not infringe the intellectual property rights of any third-party.

· You will follow all applicable laws governing your use of the Site; and

· You will not violate any provision of these Terms.

SECTION 21 - DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND ANY SITE-RELATED SERVICE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. THE SITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITHIN THE SITE AND ANY SITE-RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, AND EMPLOYEES, EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, SATISFACTORY QUALITY, AND NON- INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

NEITHER WE NOR OUR LICENSORS, AND OTHER RELATED PARTIES, OR THEIR RESPECTIVE OFFICERS, AGENTS, MEMBERS, MANAGERS, REPRESENTATIVES, AND EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR- FREE; (iv) THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (v) THE QUALITY OF ANY SERVICES, PRODUCTS, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (vi) ANY ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE AND PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF THE SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF THE SITE SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION.

SECTION 22 – LIMITATION OF LIABILITY AND INDEMNIFICATION

By using this Site, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on this Site or the services or resources available through this Site.

IN NO EVENT SHALL WE OR OUR EMPLOYEES, OFFICERS, MEMBERS, MANAGERS, REPRESENTATIVES, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (i) THE USE OR INABILITY TO USE THE SITE OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR

TRANSACTIONS PROVIDED ON OR THROUGH THE SITE; (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, PANDEMICS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON- PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR

(vii) ANY OTHER MATTER RELATING TO THE SITE, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. WE ARE NOT RESPONSIBLE OR LIABLE FOR YOUR ILLEGAL, UNAUTHORIZED, OR IMPROPER USE OF INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SITE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF US UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless 5AM Fit Club, and our 5AM Fit Club Parties from and against all actual or alleged 5AM Fit Club Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Site, Company Content or UserContent by you or any third party you authorize to access or use the Site, Company Content or User Content, (b) any User Contributions you create, post, share or store on or through the Site (c) your violation of these Terms, and (d) your violation of the rights of another. You agree to promptly notify 5AM Fit Club of any third party Claims, cooperate with the 5AM Fit Club Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the 5AM Fit Club Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and 5AM Fit Club.

SECTION 23 – RELIANCE ON INFORMATION POSTED

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

The Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

SECTION 24 – OBLIGATIONS UNDER 18 U.S.C. §2257

You should be aware that, pursuant to United States federal law, any visual depictions that you post, share or perform on or through the Site which portray "actual sexually explicit conduct", "depictions of the genitals or pubic area", or "simulated sexually explicit activity", as those terms are defined in 18 U.S.C. §2256(2)(A)(i)-(iv) and §2257A, require that you maintain the records listed under 18 U.S.C. §2257, and any such postings must contain a "18 U.S.C. §2257 Record-Keeping Requirements Compliance Statement." Your failure to comply with the provisions of 18 U.S.C. §2257 may make you subject to criminal and civil prosecution for the violation of federal law.

SECTION 25 – SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, and any such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 26 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. We may terminate or suspend your Account, your access to the Site, our Platform, or these Terms at any time without prior notice or liability in our sole discretion for any reason whatsoever, including, but not limited to, your violation of any provision of these Terms. You may terminate these Terms at any time by discontinuing use of our Platform and ceasing to use our Site.

Notwithstanding any termination of these Terms, you will remain liable for all amounts due and outstanding up to and including the date of termination. All provisions of these Terms which by their nature are intended to survive the termination of these Terms shall survive the termination of these Terms, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Site and the Account, at any time and for any or no reason, including, without limitation, any violation of these Terms.

If you have materially breached any provision of these Terms, or if the Company is required to do so by law, the Company has the right to, immediately and without notice, suspend or terminate any services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account. We reserve the right to suspend or stop providing access to the Site (or any features or functionality of the Site) at any time without notice and without obligation or liability to you.

If your registration, Account with or ability to access the Site is discontinued by Company due to your violation of any portion of these Terms, then you agree that you shall not attempt to re-register with or access the Site through use of a different member name or otherwise, without written consent from Company, and you acknowledge that you will not be entitled to receive a refund for fees related to those services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Active users may not allow former users or other agents whose Accounts have been terminated to use their Accounts. Any delinquent or unpaid accounts with unresolved issues with us must be fully paid or otherwise resolved before you may re-register with our Site. Users using multiple accounts without prior express written permission from us shall have their Accounts terminated. Even after your right to use the Site is terminated, these Terms will remain enforceable against you.

You may terminate your Account any time by selecting “Terminate Account” in your Account settings or contacting our customer support at Support@5amfitclub.com. You agree to be personally liable for any and all charges incurred by your Account, username, and password until terminated as provided herein. Upon our processing of your request to terminate your Account, you will no longer have access to the non-public areas of the Site.

You accept that when you cancel your Account you will be automatically locked out of the Site, and will no longer be able to access your Account, including any and all User Contributions (see Terms of Use). You also agree and accept that upon termination of your Account, we have no obligation to maintain or store any content, mail or other materials connected to or in your Account and that such information may be irretrievable.

When you terminate your Account or if your Account is suspended for violating any of the provisions of these Terms or other policies, you agree that any remaining or unused Subscription will be forfeited and no refunds will be issued for any remaining or unused Subscription. Further, if your deactivated Account is reinstated at a later date, you agree that any remaining or unused Subscription you have remaining at the time of your Account deactivation will not be reinstated with your Account.

SECTION 27 – NO WAIVER; ENTIRE AGREEMENT; AMBIGUITIES

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, other applicable terms and conditions, and any policies or operating rules posted by us on this Site or in respect to our Platform constitutes the entire agreement and understanding between you and us and govern your use of the Site, and our Platform, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

SECTION 28 - ARBITRATION AGREEMENT

Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Platform (collectively, "Disputes") will be settled by final and binding arbitration between you and Company. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). Notwithstanding anything else contained herein, each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Arbitration Agreement" section will be deemed void. Except as provided in the preceding sentence, this "Arbitration Agreement" section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.

Arbitration Process. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought.

Arbitration Location and Procedure. The arbitration shall take place in Miami-Dade County, Florida. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The Arbitrator's decision will include the essential findings and conclusions upon which the Arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The Arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

Fees. The party initiating the arbitration must bear the costs and fees related thereto.

Severability and Survival. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable. Therefore, terms of this Arbitration Agreement shall be severed, to the smallest extent possible, if required to uphold the enforceability of this Arbitration Agreement. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims.

SECTION 29 – GEOGRAPHIC RESTRICTIONS

Company is based in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

SECTION 30 - GOVERNING LAW; JURISDICTION; ATTORNEY’S FEES; JURY TRIAL

These Terms are governed by and construed in accordance with the laws of the State of Florida, U.S.A., without giving effect to any conflict of law principles. For all claims not subject to the Arbitration Agreement in Section 15, you agree that they will be brought exclusively in the federal or state courts of competent jurisdiction sitting in Miami-Dade County, Florida, and you expressly agree that such courts shall have jurisdiction over you. The prevailing party in any dispute arising hereunder or from your use of the Site, or Platform shall be entitled to an award of its reasonable attorney’s fees and legal costs against the non-prevailing party.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE

YOU HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE OR PLATFORM.

SECTION 31 – ELECTRONIC COMMUNICATIONS

The communications between you and 5AM Fit Club use electronic means, whether you visit the Site or send 5AM Fit Club e-mails, or whether 5AM Fit Club posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from 5AM Fit Club in an electronic form; and (2) agree that all terms, agreements, notices, disclosures, and other communications and documents that 5AM Fit Club provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in "writing." The foregoing sentence does not affect your statutory rights.

SECTION 32 – ASSIGNMENT

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without 5AM Fit Club' prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

SECTION 33 – FORCE MAJEURE

5AM Fit Club shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, epidemic, pandemic, riots, protests, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

SECTION 34 - CHANGES TO TERMS

You can review the most current version of these Terms at any time on this page. We reserve the right, at our sole discretion, to update, change, modify, or replace all or any part of these Terms by posting updates and changes to our Site. It is your responsibility to check our Site periodically for changes. Your continued use of or access to our Site or our Platform following the posting of any changes to these Terms constitutes your express acceptance of those changes.

SECTION 35 – MISCELLANEOUS

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. These Terms and all the documents incorporated herein (such as our Privacy Policy) constitute the sole and entire agreement between you and the Company regarding the Subscription to and use of Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

SECTION 36 - PROMOTIONAL COMMUNICATIONS FROM US

We may from time to time send promotional or marketing communications to you if you have registered with us. If you receive any such communication, you will be given the opportunity to unsubscribe from future communications by following the instructions you receive from us. If you otherwise have any issues concerning any communication you receive from us, please contact us by using the email address indicated in the Contact Information section of these Terms.

Some of our trusted partners may communicate with a registered user to present special oﬀers. However, we do not allow spam, illegal or misleading communications relating to our Site. Please contact us by using the email address indicated in the Contact Us section of these Terms. If you receive any such spam or misleading communication in any way related to our Site. If we become aware of any such communication, we will take appropriate disciplinary or corrective action. our disciplinary or corrective action may include termination of services, expulsion from our Site, forfeiture of payments, and others.

SECTION 37 - CONTACT INFORMATION

Questions about these Terms should be sent to us at support@5amfitclub.com