TERMS OF SERVICE

Thank you for using GOQii. GOQii helps you shift to a healthier lifestyle through our website (the " Site " ), mobile application (the " GOQii App " ), wearable GOQii Band technology (the "GOQii Band") and personalized coaching services (together with the Site, the GOQii App and the GOQii Band, the " Services " ). The Services are operated by GOQii. (together with its successors and assigns, "GOQii"). These Terms of Service ( " Terms " ) govern your access to and use of the Services, so please read them carefully before using the Services. As our business grows and we add new functionality to the Services, we may revise these Terms periodically. If we do, we will post the changes here. Your continued use of the Services after any changes are posted constitutes your acceptance of the new Terms.

The Services

Your Use of Services:

In order to access or use the Services, you may be required to provide current, accurate, identification, contact and other information. You are responsible for maintaining the accuracy and completeness of this information and also for maintaining the confidentiality of your username and password. We encourage you to use " strong " passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You will be fully responsible for all activities that occur under your account, including activities of others to whom you have provided your username or password, so please notify GOQii immediately of any unauthorized use of your account or any other breach of security. You may use the Services only if you can form a binding contract with GOQii and are not a person barred from receiving the services under the laws of the United States or other applicable jurisdiction. You may use these Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

We Do Not Provide Medical Advice:

GOQii DOES NOT PROVIDE MEDICAL ADVICE. DO NOT USE THE SITE OR THE SERVICES FOR EMERGENCY MEDICAL OR MENTAL HEALTH NEEDS. IF YOU THINK YOU MAY BE A DANGER TO YOURSELF OR OTHERS, OR YOU ARE HAVING A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 IN THE UNITED STATES OR EMERGENCY MEDICAL SERVICES IN YOUR HOME JURISDICTION. The information through the Services provided by GOQii, including information provided by the coaches, does not constitute medical advice of any kind and it is not intended to be, and should not be, used to diagnose or identify treatment for a medical or mental health condition. Nothing on the Site or in the Services should be construed as an attempt to offer or render a medical or mental health opinion or otherwise engage in the practice of medicine by GOQii.

You should consult with your physician before making any changes to your diet or exercise program, including by making any changes suggested through any of the GOQii Services. By using the Services, you represent that you have received consent from your physician to participate in the programs you learn about through the Services. We are not responsible for any health problems that may result from training programs, nutrition changes, products, or relationships with Eco-System partners that you learn about through the Services. If you make any lifestyle changes based on information you receive through the Services you agree that you do so at your own risk.

GOQii DOES NOT RECOMMEND, REFER, ENDORSE, VERIFY, EVALUATE OR GUARANTEE ANY ADVICE, INFORMATION, EXERCISE, DIET, INSTITUTION, PRODUCT, ECO-SYSTEM PARTNER, OPINION OR OTHER INFORMATION OR SERVICES PROVIDED THROUGH THE SERVICES , AND NOTHING SHALL BE CONSIDERED AS A REFERRAL, ENDORSEMENT, RECOMMENDATION OR GUARANTEE OF ANY COACH OR ECO-SYSTEM PARTNER. GOQii DOES NOT WARRANT THE VALIDITY, ACCURACY, COMPLETENESS, SAFETY, LEGALITY, QUALITY, OR APPLICABILITY OF THE CONTENT OR ANYTHING SAID OR WRITTEN BY ANY COACH OR ECO-SYSTEM PARTNER OR ANY ADVICE PROVIDED. GOQii WILL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED DUE TO RELIANCE BY THE USER ON SUCH INFORMATION OR ADVICE PROVIDED BY ANY COACH OR ECO-SYSTEM PARTNER.

Modifications to Services and Data:

The Services may change over time as we add more features. We may modify, suspend or discontinue, temporarily or permanently, the Services (or a part of the Services) from time to time without prior notice to you. Please backup your data as GOQii has no responsibility for the deletion or failure to store any data or other content maintained or transmitted by the Services. GOQii reserves the right to terminate accounts.

Age:

You must be 13 years of age to use the Services, with or without registering.

Conditions of Use

You are solely responsible for all information, data, text, music, sound, photographs, graphics, video, messages or other materials ( " content " ) that you upload, transmit, post, publish or display ( " post " ) or email or otherwise transmit or use via the Services, including content posted through use of the GOQii Band. You acknowledge that we may use technological tools to track, extract, compile, aggregate or analyze any data or information resulting from use of the Services. You agree to not use the Services to post or otherwise transmit any content that is unlawful, threatening, spam, contains software viruses or, in the sole judgment of GOQii, restricts or inhibits any other person from using or enjoying the Services, or which may expose GOQii or its users to any harm or liability of any type. You also agree to provide accurate, up-to-date information.

Intellectual Property Rights

Services Content, Software and Trademarks:

The Services may contain content ( " Services Content " ) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by GOQii, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part. If you are eligible to use the Services, you are granted a limited license to access and use the Services and the Services Content and to download or print a copy of the Services Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You are not permitted to use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Services Content other than as authorized by these Terms is strictly prohibited and will terminate the license granted here. The technology and software underlying the Services is the property of GOQii, our affiliates and our partners (the " Software " ). You agree not to reverse engineer, reverse assemble or otherwise attempt to discover any source code version of the Software. We reserve all right, title and interest in and to the Software and Services Content, except for the limited rights expressly granted in these Terms. GOQii names and logos are trademarks and service marks of GOQii (collectively the " GOQii Trademarks " ). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to GOQii. You may not use any of GOQii Trademarks without our prior written permission.

Third Party Material:

GOQii will not be liable for any content posted by third parties or at the direction of users; you must evaluate the accuracy and usefulness of this content. GOQii does not pre-screen content, but GOQii and its designees will have the right (but not the obligation) to refuse or remove any content that is available via the Services, including the right to remove any content that violates the Terms or is deemed by GOQii to be objectionable.

User Content Posted on or through the Services:

You are solely responsible for the content and other materials you upload, post or otherwise transmit on or through the Services or the Site or transmit to or share with coaches or other users or recipients (collectively, " User Content " ). You may not post any content that you did not create or that you do not own. By posting User Content you hereby grant and will grant GOQii and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, distribute, store, modify and otherwise use your User Content in connection with the operation, advertising or marketing of the Services, in any form now known or later developed. We welcome your comments, questions, suggestions and feedback about the Site or the Services ( " Submissions " )! But be aware that any comments or suggestions you make to GOQii are non-confidential and become the property of GOQii, which will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Repeat Infringer Policy:

GOQii has adopted a policy of terminating, in appropriate circumstances and at GOQii's sole discretion, members who are deemed to be repeat infringers. GOQii may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Links and Content

The Services may provide, or third parties may provide, links or otherwise direct users to other sites and resources on the Internet. GOQii has no control over such sites and resources and GOQii is not responsible for and does not endorse such sites and resources. GOQii 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 use of or reliance on any content, events, goods or services available on or through such site or resource.

Release

By using the Services you agree to release, discharge and hold harmless GOQii and its subsidiaries and affiliates (the " GOQii Entities " ) from any and all losses, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to the Services or any act or omission by any person, including without limitation, any dispute between you and any other person or regarding any content posted on the Site. If you are a California resident, you waive California Civil Code §1542, which says: " A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. " This release includes, without limitation, any claim resulting from delay and the criminal acts of others.

Indemnity

You agree to indemnify and hold GOQii and GOQii Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of or relating to the Services, including without limitation, any content posted to or transmitted through the Services, or publicly distributed on the web, your use of the Services, your connection to the Services, your violation of the Terms or your violation of any rights of another.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN " AS IS " AND " AS AVAILABLE " BASIS. GOQII EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR YOUR CHILDREN.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOQII AND GOQII ENTITIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOQII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL GOQII'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

Termination

You agree that GOQii, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason. If we suspect fraudulent, abusive or illegal activity, we may refer content or accounts to law enforcement authorities. GOQii will not be liable to you or any third-party for any termination of your access to the Services.

General

The Terms constitute the entire agreement between you and GOQii and govern your use of the Services, superseding any prior agreements between you and GOQii with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms will be governed by the laws of the State of New York without regard to its conflict of law provisions. You and GOQii agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. Any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of GOQii to enforce any provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

Your Privacy

At GOQii we respect the privacy of our users and have outlined our collection, use and disclosure of personal information and registration data in our Privacy Policy. By using the Services, you accept and agree with all provisions of the Privacy Policy.