Terms of Service - Skimble Workout Trainer

Terms of Use

These Terms of Use were last updated on November 1, 2016.

Skimble Inc., a Delaware Corporation, ("Skimble", "We", "Our", or "Us") offers You ("You" or "Your") Our software, Website, mobile applications, connected applications, services or other offerings on Our Website, along with all of the features and functions therein (collectively, Our "Services"). These General Terms of Use ("Terms of Use") apply to Your use of the Services. These Terms of Use constitute a legally binding agreement between You and Us. By accessing or using Our Services, You agree that You have read, understand, and are bound by the Terms of Use set forth herein. If You do not agree to these terms, You may not use Our Services.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE (AS FURTHER EXPLAINED IN SECTION 25). SKIMBLE'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS OF USE ARE CONSIDERED AN OFFER BY SKIMBLE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS OF USE.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Skimble's Privacy Policy ("Privacy Policy") and Trainer Terms of Use ("Trainer Terms of Use").

Any version of these Terms of Use in a language other than English is provided for convenience only and You understand and agree that the English language will control if there is any conflict.

1. Incorporation of Privacy Policy, Trainer Terms of Use, & YouTube Terms of Service

Your use of the Services, and any information You may submit to Skimble in connection therewith, is subject to Our Privacy Policy which is hereby incorporated by reference into these Terms of Use.

Moreover, if You are a Trainer, You are also subject to the Trainer Terms of Use which are hereby incorporated by reference into these Terms. If You are a Trainer, and there is a conflict between these Terms of Use and the Trainer Terms of Use, the Trainer Terms of Use will govern.

The Services access YouTube API Services, so by using the Services you are also subject to the YouTube Terms of Service.

2. Age Restrictions

You must be 18 years old or the age of majority in Your jurisdiction in order to use Our Services. Our Services are not intended or designed to attract children under the age of 13. If You are under the age of 13, You may not use Our Services. If You are a minor between the ages of 13 and 18 (or the applicable legal age in Your jurisdiction), You can use Our Services only in conjunction with, and under the supervision of, Your parent or guardian who has agreed to these Terms of Use. If You are a parent or legal guardian agreeing to these Terms of Use for the benefit of a minor between the ages of 13 and 18 (or the applicable legal age in Your jurisdiction), You are fully responsible for his or her use of the Services and the User Content, including all legal liability he or she may incur. By using Our Services, You represent and warrant that You have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein.

3. Skimble's Services Are Not Medical Advice

NEITHER SKIMBLE NOR THE SERVICES PROVIDE MEDICAL ADVICE. THE CONTENT OF THE SERVICES, SUCH AS TEXT, GRAPHICS, IMAGES, INFORMATION AND SERVICES OBTAINED FROM USERS OF THE SERVICES, LICENSORS, AND OTHER MATERIAL CONTAINED ON THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTION YOU MAY HAVE REGARDING A MEDICAL CONDITION.

Prior to participating in any program, workout, training, course, activity, exercise, or use of any Product, Service, program, workout, or exercise discussed on or offered as part of the service, or if You have any questions regarding a medical condition, seek the advice of Your healthcare provider. By using the Services, You agree, represent, and warrant that You have received consent from Your physician to participate in wellness and fitness programs, workouts, exercises or any of the related activities made available to You in connection with the Services.

4. Physical Activity Disclaimer and Assumption of Risk

Everyone's condition and abilities are different, and participating in the activities promoted by Our Services and the trainers is at Your own risk. If You choose to participate in these activities, You do so of Your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. Activities promoted by the services may pose risks even to those who are in good health.

You understand and agree that We will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered using the Services. You expressly agree that use of the Services carry certain inherent and significant risks of property damage, bodily injury, or death and that You voluntarily assume all known and unknown risks associated with these activities, even if caused in whole or part by the action, inaction, or negligence of skimble or by the action, inaction, or negligence of trainers or others.

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ OR EXPERIENCED AS PART OF THE SERVICES. SKIMBLE DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIAN, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED BY TRAINERS OR ON THE SERVICES. RELIANCE ON ANY INFORMATION PROVIDED BY SKIMBLE, ITS EMPLOYEES, PARTNERS, TRAINERS, OR OTHER USERS OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

5. Our Services

Our Services offer Users a platform to access or create workouts, training programs, and exercise based content, and to help share and achieve their fitness goals through a uniquely connected, community experience. The Services allow, among other things, for Users to connect, communicate, and share content with one another through written and visual means.

Our Services also provide a platform to connect clients ("Clients") with independent contractor Trainers (the "Trainers", collectively with Clients referred to herein as the "Users"), where Trainers can connect with Clients to provide training and instruction ("Training Services"). The Training Services include, without limitation, direct interaction between Clients and Trainers, providing training instruction and supporting materials, and sharing information and feedback among Users.

Each Client is individually responsible for selecting a Trainer and choosing the Training Services. A Client's decision to choose a Trainer and to receive Training Services, and similarly a Trainer's decision to accept a Client and to provide the Training Services, is a decision that each User makes in its sole discretion. Skimble is not responsible or liable for the performance of a User or any aspect of the interactions among Users related to the Services, or Training Services, including but not limited to the, suitability, reliability, timing, legality, failure to provide, acts or omissions, or any other aspect whatsoever of Users related to the Services, Training Services provided by Trainers, or the User Content.

Skimble makes no representations or warranties whatsoever with respect to any aspect, including accreditation, registration or licensing, of any Trainer or the Training Services requested and provided by Users through the Services.

A Trainer and a User may use the Services to enter into a training relationship through which the Trainer will provide Training Services to the User ("Training Relationship"). Any Training Relationship entered into by Users is between the Users, and Skimble is not a party to the Training Relationship. Skimble assumes no responsibility for a User's compliance with or fulfillment of any Training Relationship with other Users, including early termination of a Training Relationship by a User, or duties to third parties, or compliance with applicable laws, rules and regulations. Skimble does not endorse any Trainer, Client, Training Service, or User Content.

6. Restrictions on Your Use of the Services

While using the Services, You agree to comply with all applicable laws, rules and regulations, including but not limited to laws related to copyright and other intellectual property use, privacy, and personal identity. In addition, We expect You to respect the rights and dignity of others. Your use of the Services is conditioned on Your full compliance with these Terms of Use, including, without limitation, the rules of conduct set forth in this section. Your failure to comply with such rules may result in termination of Your access to and use of the Services pursuant to these Terms of Use. You agree that when using the Services, You will not:

· Transmit by any means any software, virus, malware, program, code, file, or other material intended to interrupt, disrupt, alter, destroy, or limit any part of the Services.

· Use any robot, spider, script, or any manual or automated application or means to extract, download, retrieve, index, mine, scrape, reproduce, or circumvent the presentation, operation, or intended use of any feature, function, or part of the Services.

· Frame or mirror any part of the Services.

· Modify, adapt, translate, reverse engineer, decompile, publicly display, publicly perform, or disassemble any portion of the Services, except as permitted by these Terms of Use.

· Submit or post any offensive, defamatory, threatening, indecent, hateful, racist, sexist, pornographic, or otherwise inappropriate or obscene content (as determined by Us in Our sole discretion).

· Copy, download, distribute, transmit, upload, or transfer content provided by the Services or the personal information of others without Our prior written permission or authorization.

· Resell, sub-license, or lease any of the content related to the Services.

· Use the Services to make unsolicited offers, requests, advertisements, spam, pyramid schemes, chain letters, or other forms of solicitation.

· Impersonate or pretend to be anyone else but You; falsely state or otherwise misrepresent Your affiliation with any person or entity in connection with the Services; or express or imply that We endorse any statement You make.

· Violate or infringe upon the privacy, publicity, intellectual property, or other proprietary rights of third parties, or any applicable laws or local rules related to the Internet, data, email, online conduct, and transmission of technical data.

· Engage in any activity that is criminal or tortious in nature, or otherwise violates the law or rights of Users or others including, without limitation, hacking, phishing, fraud, stalking, defaming, abusing, harassing, or threatening.

7. Specific Obligations of Trainers

Please see the Trainer Terms of Use for additional obligations that apply to Trainers.

8. User Content

The Services may provide You with interactive opportunities including, without limitation, features such as contributing to Our exercise library, posting workouts and other exercise-related material, or commenting on Our public forum. You represent and warrant that You are the owner of and/or otherwise have the right to provide all information, including but not limited to biographical information, messages, notes, text, listings, videos, pictures, graphics, drawings, audio, music and sound, text, data, communications and/or other materials and/or content that You submit, post and/or otherwise transmit through the Services ("User Content"). By providing User Content, You grant Us and Our affiliates and Our service providers, and each of their and Our respective licensees, successors and assigns an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sub-licensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute and/or otherwise use the User Content through Our Services and in all forms of media now known or hereafter invented, without notification to and/or approval by You. You further grant Us a license to use Your username and/or other user profile information to attribute User Content to You in connection with the foregoing uses, if We choose to do so, again without notification to and/or approval by You.

The User Content (including, without limitation, ratings and reviews) does not reflect the views of Skimble. You acknowledge and agree that Skimble is not responsible for the accuracy or availability of User Content, and Skimble neither endorses nor is responsible or liable for any User Content that appears through Our Services. Therefore, Your reliance on User Content is at Your own risk. Skimble shall have the right (but not the obligation) to delete, remove, monitor, or edit, without prior notice, any User Content that We determine, in Our sole discretion, to be disingenuous in any way, and/or could otherwise diminish the integrity of the User Content and/or Our Services.

Skimble does not verify the accuracy or authenticity of any User Content, and makes no representations or warranties with respect to any User Content. Skimble makes no representations concerning and is under no obligation to prevent, the downloading, distribution, linking to, or re-posting of Your User Content by third parties, including by or through search engines. You expressly waive any and all claims You may have against Skimble and release Skimble from any and all liability arising from or related to the User Content, including any exploitation of the User Content by a third party, whether or not authorized by Skimble.

9. Ownership

Except for User Content, and unless otherwise stated herein, We and Our licensors are the sole owners of the Services and all of its content, including without limitation, all designs, logos, artwork, text, graphics, images, data, information, services, functions, software, music, sounds, interactive features, video, audio and other files, trademarks, service marks, and all other intellectual property or otherwise legally protectable elements of the Services, including, without limitation, their selection, compilation and arrangement contained within Services. You agree that all right, title, and interest in the Services will remain Our or Our licensors' exclusive property. Nothing in these Terms of Use gives You a right to reproduce, copy, distribute, sell, broadcast, license, or otherwise use the Skimble name or any of Our trademarks, logos, domain names, and other distinctive brand features. You may not modify, rent, lease, sell, distribute, or create derivative works based on the Services unless We have given You prior written consent to do so.

10. Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials available through the Services infringe Your copyright, You (or Your agent) may send Skimble a notice requesting that Skimble remove the material or block access to it. If You believe that copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to Our Designated Agent for notices of infringement and provide the following:

· A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner;

· Identification of the copyrighted work(s) that You claim has been infringed;

· A description of the material that You claim is infringing and the location of that material on the Website;

· Your address, telephone number and email address;

· A statement by You that You have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

· A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Send the completed notice to Our Designated Agent for claims of copyright infringement at: Gabriel Vanrenen, 601 Capp Street, San Francisco, CA 94110; gabe@skimble.com.

11. Registration and Account Information

You may view some aspects of Our Services without registering, but in order to access and use other aspects of Our Services, You may be required to register an account with Us. It is Your sole responsibility to provide and maintain accurate account information. You are also responsible for any activity that occurs on Your account, for maintaining the confidentiality of Your password, and for taking appropriate steps to protect such information. You may not use the account, username, or password of someone else at any time. You agree to notify Us immediately of any unauthorized use of Your account, user name, or password. We will not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may cancel Your account with Us at any time by e-mailing Us at support@skimble.com.

12. Payment Terms

Certain aspects of the Service may be subject to payments now or in the future ("Paid Services".) Please note that any payment terms presented to You in the process of using or signing up for a Paid Service are deemed part of these Terms of Use.

We may use a third-party payment processor to bill You through a payment account linked to Your Skimble account for use of the Paid Services. Third party payment processors may include, but are not limited to, Stripe, Google Wallet, Apple Pay, Amazon Payments, and Samsung Pay. The processing of payments will be subject to the terms, conditions and privacy policies of the third-party payment processor in addition to these Terms of Use. By choosing to use Paid Services, You agree to pay Us, through the third-party payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and You authorize Us, through the payment processor, to charge Your payment provider (Your "Payment Method"). You agree to make payment using that selected Payment Method.

If You provide credit or debit card information to pay for the Paid Services, then You hereby represent and warrant that You are authorized to supply such information and hereby authorize Skimble to charge Your debit or credit card on a regular basis to pay the fees as they become due. The terms of Your payment will be based on Your payment method and may be determined by agreements between You and the financial institution, credit card issuer or other provider of Your payment method. If We, through the third-party payment processor, do not receive payment from You, You agree to pay all amounts due on Your account upon demand. We may also block Your access to any Services pending resolution of any amounts due by You to Us.

Some of the Paid Services may consist of recurring period charges as agreed to by You. By choosing a recurring payment plan, You acknowledge that such services have an initial and recurring payment feature and You accept responsibility for all recurring charges prior to cancellation.

You agree that Skimble shall not be liable for any issues regarding financial and monetary transactions between You and any other party. You are responsible for all transactions processed through Our Service. Skimble is not liable for loss or damage from errant or invalid transactions processed through a third party payment processor. If You process a transaction, it is Your responsibility to verify that the transaction was successfully processed. You understand and agree to not hold Skimble liable for any adverse affects that actions (whether intentional or unintentional) on the part of the third party payment processor may cause to any third party account or Your Skimble account.

You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other applicable taxes that may be imposed by federal, state, local, or foreign governmental entities, based on the Services or Training Services, or any software or other product provided under this Agreement, excluding any taxes based on net income payable by Skimble. If Skimble has the legal obligation to pay or collect taxes for which You are responsible under this section, the appropriate amount shall be invoiced to and paid by You, unless You provide Skimble with a valid tax exemption certificate authorized by the appropriate taxing authority.

13. Cancellation of Services and Refunds

You may cancel the Services at any time. Upon cancellation, Your subscription to the Services will stop at the end of the then-current billing cycle. Payments for the Services are non-refundable. Additionally, any of the Services purchased through Third Party Platforms or the iOS and Android applications will not be eligible for refunds. If You upgrade to Skimble's PRO+ feature through Our Website via Stripe, then You may receive a refund for unused time and may be downgraded immediately.

14. Indemnification

You agree to defend, indemnify and hold harmless Skimble, its subsidiaries and affiliates, and each of their respective employees, officers, directors, agents, representatives, licensors, suppliers, service providers, successors and assigns (collectively, the "Skimble Parties") from and against all claims, losses, costs and expenses (including attorney's fees) arising out of or related to (a) Your use of, or activities in connection with, Our Services; or (b) any violation of these Terms of Use by You. We reserve the right to assume all or any part of the defense of any such claims and negotiations for settlement and You agree to fully cooperate with Us in doing so.

If You are a California resident, pursuant to California Civil Code Section 1789.3, California websites users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

15. Warranty Disclaimer

THE SERVICES, USER CONTENT, TRAINING SERVICES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SKIMBLE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SKIMBLE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF SKIMBLE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to You insofar as they relate to implied warranties.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE SKIMBLE PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM SKIMBLE OR THE USER CONTENT, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SKIMBLE'S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). THIS LIMITATION INCLUDES, BUT IS NOT LIMITED TO, PERSONAL INJURY, INCLUDING DEATH AND DISABILITY AS WELL AS DAMAGES TO PERSONAL PROPERTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SKIMBLE AND THE OTHER SKIMBLE PARTIES ARISING OUT OF OR IN ANY WAY RELATED TO USE OF THE SERVICES EXCEED (A) THE AMOUNT PAID BY YOU TO SKIMBLE, IF ANY, OR (B) $100 (WHICHEVER IS LESS). THE FOREGOING LIMITATION SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE SKIMBLE AND THE SKIMBLE PARTIES' SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE skimble AND THE OTHER SKIMBLE PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH SKIMBLE PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF SERVICE AND/OR YOUR USE OF THE SERVICES. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

17. Third-Party Accounts and Platforms

The Services may provide You with an opportunity to link Your account with online accounts You may have with third-party owned and operated platforms and service providers e.g., Apple (iTunes, etc.), Google, Facebook, Twitter, Samsung etc., or Third Party Devices (each, a "Third Party Account"). You may link Your accounts by providing Your Third Party Account login information to Skimble through the Services, or by granting Skimble access to Your Third Party Account, as permitted by any applicable terms and conditions that may govern the Third Party Accounts You use. You represent that You are permitted to disclose Your Third Party Account login information to Skimble and have permission to grant Skimble access to Your Third Party Account, and that in doing so You agree to comply with any applicable terms, conditions or requirements promulgated by any provider of a Third Party Account (e.g., Facebook's Terms of Use, iTunes Store Terms of Use, etc.).

If You decide to link a Third Party Account, or sync the Services with a Third Party Device, You authorize Us to access and use certain Third Party Account information, including but not limited to the public profiles on Your Third Party Account, information about friends or contacts You might share in common with other Users, or information collected by Third-Party Devices. You will have the ability to disable the connection between Your Skimble and Your Third Party Accounts at any time. YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.

The Services also contain links to third party websites, mobile applications, and platforms ("Third Party Platforms"). A possibility exists that the Services provided on any Third Party Platforms could include inaccuracies or errors, or information or materials that violate these Terms of Use. Skimble has no control over such Third Party Platforms and is not responsible for the availability of such Third Party Platforms. Skimble does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such Third Party Platforms linked through the Services. Skimble does not make any representations regarding the content or accuracy of materials on such Third Party Platforms and Your use of Third Party Platforms is at Your own risk and subject to the terms and conditions and policies and procedures of such Third Party Platforms. In addition, other Third Party Platforms may provide links to Our Services with or without Our authorization. You acknowledge and agree that Skimble does not endorse such Third Party Platforms, and are not and shall not be responsible or liable for any links from those platforms to Our Services, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

18. Push Notifications

We may provide You with emails, text messages, push notifications, alerts and other messages related to the Services. After downloading a Skimble iOS-based mobile application, You will be asked to accept or deny push notifications/alerts. If You deny, You will not receive any push notifications/alerts. If You accept, push notifications/alerts will be automatically sent to You. If You no longer wish to receive push notifications/alerts from the mobile application, You may also opt-out of receiving different types of push notifications or alerts by toggling off the "Notifications" options within the "Settings" menu of Our mobile applications. This feature is available in the most recent versions of Our iOS-based and Android-based applications and via Our website.

19. Termination

We may immediately, without prior notice, suspend or terminate Your use of and access to the Services, at Our sole discretion, for any reason, whether with or without cause or warning, and without liability to You for any Services associated with Your account. A User may terminate a Training Relationship that it is a party to or the Use of the Services at any time by ceasing Your use of the Services, or by deleting Your account.

20. Privacy Policy / Communications

We respect Your privacy. Our collection, use and disclosure practices regarding Your personally identifiable information is set forth in Our Privacy Policy. Please take some time to review Our Privacy Policy as its terms are incorporated herein by reference and Your assent to these Terms of Use includes Your assent to Our Privacy Policy.

By creating a Skimble account, You consent to receive electronic communications from Skimble. These communications may include notices about Your account (e.g., payment authorizations, password changes and other transactional information) and are part of Your relationship with Us. We may also send You promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information We think will be of interest to You. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein or emailing Us at support@skimble.com.

21. Confidentiality

You represent and warrant that any User Content You provide, submit or post through the Services will be non-confidential and Skimble will not be liable for any use or disclosure, whether by Skimble or any other Users, of Your User Content. You acknowledge and agree that Your relationship with Skimble or Your Training Relationship with a User is not a confidential relationship.

22. Geographic Restrictions

Skimble is based in the state of California in the United States. We make no claims that the Services or any of its associated content is appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If You access Our Services from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.

23. Miscellaneous

The Term of Use and Our Privacy Policy (and, with respect to Trainer, the Trainer Terms of Use) constitute the sole and entire agreement between You and Skimble with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services. If the application of any provision of these Terms of Use to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, arbitrator or other tribunal of competent jurisdiction, then (a) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of these Terms of Use, shall not in any way be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties. Our failure to exercise any right or remedy available upon Your breach of these Terms of Use or the failure by Us to demand the prompt performance of any obligation hereunder, shall not be deemed a waiver of (a) Our rights or remedies, (b) the requirement of punctual performance or (c) any right or remedy in connection with a subsequent breach or default on Your part. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such terms and condition or any other term or condition. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. No agency, partnership, joint venture or employment is created as a result of this Agreement and You may not make any representations or bind the Company in any manner.

24. Governing Laws; Statute of Limitations

These Terms of Use and Your use of the Services shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the State of California. Any claim or cause of action arising out of or related to use of the Services, the Terms of Use, or any services or information available through Third Party Platforms, must be filed within one (1) year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1-year period, such claim or cause of action are forever barred.

25. Dispute Resolution: Arbitration, Class Action Waiver, and Jurisdiction

Please read this section carefully. It is part of Your contract with Skimble and affects Your rights.

Except for a claim by Skimble of infringement or misappropriation of Skimble's intellectual property rights, any and all disputes between You and Skimble arising under or related in any way to these Terms of Use or the Services that cannot be resolved informally or in small claims court shall be resolved through binding arbitration on an individual basis as described in this Arbitration Agreement. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to Your use of the Services and Terms of Use, and applies to You and Skimble, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.

Before any party may seek arbitration, the party must first send a written "Notice of Dispute" to the other party describing the nature and basis of the claim or dispute, and the requested relief. Any notice to Skimble should be sent to 601 Capp Street, San Francisco, CA 94110. After the Notice of Dispute is received, You and Skimble may attempt to resolve the claim or dispute informally. If You and Skimble are unable to resolve the dispute within thirty (30) days after receipt of the Notice, either party may begin an arbitration proceeding.

If either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party may ask a court to force the parties to "compel" arbitration to resolve the dispute. Either party can also ask a court to stop a court proceeding while an arbitration proceeding is ongoing.

YOU AGREE THAT BY AGREEING TO THESE TERMS OF USE, YOU AND SKIMBLE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND SKIMBLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. THIS APPLIES TO ALL KINDS OF CLAIMS UNDER ANY LEGAL THEORY.

The Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section, will govern the arbitration. For any claim where the total amount of the award sought is $10,000 or less, the AAA, You and Skimble must abide by the following rules: (A) the arbitration will be conducted solely based on written submissions; and (B) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco, California. The arbitrator's ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated will be exclusively brought in the state or federal courts located in San Francisco, California. Claims of infringement or misappropriation of Skimble's intellectual property rights will be exclusively brought in the state and federal courts located in San Francisco, California. The Agreement is made under and will be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

26. Changes or Clarifications to Our Terms of Use

We reserve the right to change these Terms of Use at any time. If We change these Terms of Use, We will update the Effective Date listed above, and will also notify You by either sending an email to the User email address on file or by posting a notice through Our Services. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Terms of Use as updated. The updated Terms of Use supersedes all previous Terms of Use. If You do not agree with Our updated Terms of Use, You may not use Our Services.

If You have any questions about these Terms of Service You can contact Us at support@skimble.com or by mail to 601 Capp Street, San Francisco, CA 94110.