BODi - Terms & Conditions of Use
BODi - Terms
&
Conditions of Use
Last Updated: September 27, 2024
For Residents of the United States and
Canada
Beachbody, LLC, dba BODi (in the United States) and Team Beachbody Canada LP, dba BODi Canada (in Canada) and each of their affiliates, subsidiaries and parent companies (collectively, “BODi”, “us”, “we” or “our”) are pleased to provide you with access to and use of our websites, mobile and device applications, content, streaming services, products, services, goods, equipment, equipment interfaces, promotions, software, technology and any other materials (collectively, “BODi Services”) that we may provide.
PLEASE READ CAREFULLY THIS INDIVIDUAL ARBITRATION AND CLASS ACTION
WAIVER NOTICE: TO THE FULLEST
EXTENT PERMITTED BY LAW, THESE TERMS (WHICH TERM IS DEFINED BELOW) CONTAIN A
MANDATORY INDIVIDUAL ARBITRATION
AGREEMENT AND CLASS ACTION WAIVER, REQUIRING YOU TO RESOLVE ANY DISPUTE (AS
DEFINED BELOW) BETWEEN YOU AND BODI THROUGH FINAL AND BINDING INDIVIDUAL
ARBITRATION, INSTEAD OF IN COURT, AND, TO THE FULLEST EXTENT PERMITTED BY LAW,
REQUIRING YOU TO FOREGO ALL JURY TRIALS AND ALL CLASS, COLLECTIVE,
CONSOLIDATED, AGGREGATE, MASS, AND REPRESENTATIVE PROCEEDINGS, AND ALL OTHER
TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND, EXCEPT FOR CERTAIN MASS
ARBITRATION PROCEEDINGS (SEE SECTION 9, SUBSECTION 9.5, BELOW) AND, IN THE
U.S., INDIVIDUAL SMALL CLAIMS (AS DESCRIBED IN SECTION 9 BELOW). BY AGREEING TO THESE TERMS, YOU
EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, CAREFULLY CONSIDERED, AND UNDERSTAND
ALL OF THE PROVISIONS OF THE INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION
WAIVER PROVISIONS, AND THAT YOU EXPRESSLY AGREE TO BE BOUND THEREBY.
The BODi Services are not intended for anyone under the age of 13. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MAY ONLY ACCESS AND/OR USE ANY BODi SERVICES WITH THE INVOLVEMENT AND APPROVAL OF YOUR PARENT OR GUARDIAN.
FOR CANADIAN RESIDENTS: SEE BELOW FOR BUYER’S RIGHT TO CANCEL. The Buyer’s Right to Cancel applies to BODi end consumers referred by an independent BODi Partner. The Buyer’s Right to Cancel does not apply to independent BODi Partners.
1. Contract Between You and BODi; Privacy
Policy.
These Terms and Conditions of Use (“Terms”) and our Privacy Policy (available here) form a legally binding agreement between you and BODi, and govern your access and use, and our provision of, the BODi Services and any other technology, content, items or other materials provided by or through BODi, or otherwise on which these Terms are provided (including via links). BY ACCESSING OR USING ANY BODi SERVICE, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS (INCLUDING WITHOUT LIMITATION SECTION 9 BELOW), OUR PRIVACY POLICY AND ANY AMENDMENTS THERETO, AND YOU AGREE YOU ARE AT LEAST 13 YEARS OF AGE.
Supplemental terms and conditions may apply to certain BODi Services, such as rules for a particular contest, sweepstakes, competition, or other activity, or terms that may accompany certain content, software or other materials accessible through the BODi Services, such as terms related to BODi streaming services (e.g., One-Day Pass Terms and Conditions, BODcast Rules, Codes of Conduct, etc.) (“Supplemental Terms”). Any Supplemental Terms will be disclosed to you in connection with those other activities and will apply and govern specifically over such activities.
Please note that for BODi Partners, in the event of any direct conflict between these Terms and the BODi U.S. Distributor Policies and Procedures and Compensation Plan (collectively, “P&P”), the P&P will govern and control, provided however that if there is a direct conflict between the Disputes, Binding Individual Arbitration, and Waiver of Class Actions & Class Arbitration provision found in Section 9 of these Terms and the Dispute Resolution section found in the P&P, Section 9 of these Terms will govern and control.
2. Changes to These Terms.
We may in our sole and absolute discretion modify, add and/or change these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them to the BODi Services so that they are accessible via a link on the homepage or otherwise, and that your use of the BODi Services after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using a the BODi Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the BODi Services from that point forward. Please note our employees, customer service representatives, BODi independent Partner distributors, or other agents are not authorized to modify any provision of these Terms, either verbally or in writing.
3. BODi’s
Intellectual Property; Limited License to BODi Services.
A. Ownership.
You acknowledge and agree that the BODi Services, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights contained therein, related thereto, or otherwise arising therefrom are owned by Beachbody, LLC, dba BODi or its affiliates, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain BODi Services (such as our mobile applications and online tools) and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of BODi and/or its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with BODi’s ownership of the BODi Services, and that you gain no rights, title, or interest in or to any BODi Services or any goodwill associated therewith, except as stated in these Terms or any executed written agreement between you and BODi. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of BODi or any third-party. Any and all goodwill arising from your use of any BODi Services shall inure solely to the benefit of BODi.
B. Limited License.
For any BODi Services which enable you to use any software, content, or other materials owned or licensed by us only after you become validly authorized by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license solely to access and use the specific BODi Services, and any related software, content, or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
C. Restrictions.
You are prohibited from, and expressly agree that you will not: (i) circumvent or disable any content protection system, digital rights management technology, user and/or country limitations or any other technology used with any BODi Services; (ii) decompile, reverse engineer, disassemble or otherwise reduce any BODi Services to a human-readable form; (iii) remove identification, warnings, disclaimers, disclosures, copyright or other proprietary notices in or on the BODi Services; (iv) access or use any BODi Services in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity; (v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any BODi Services or any part thereof, except as expressly authorized in these Terms or as part of the BODi Services provided to you; (vi) introduce a virus or other harmful component, or otherwise tamper with, impair or damage any BODi Services or connected network, or interfere with any person or entity’s use or enjoyment of any BODi Services; (vii) access, monitor, or copy any element of the BODi Services using a robot, spider, scraper or other automated means or manual process without our express written permission; or (viii) sell, resell, or make commercial use of the BODi Services, unless you have an executed agreement with us that expressly allows for such activity. You may not access or use any BODi Service in violation of United States, Canadian or other applicable export control and economic sanctions requirements. By accessing or otherwise using any services, content or software through any BODi Services, you represent and warrant that: (ix) your access to and use of the BODi Services, or any content or software therein, will comply with any and all requirements in these Terms; (x) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a terrorist supporting country, and that you are not listed on any U.S. or Canadian government list of prohibited or restricted Parties; and (xi) you will comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any BODi Services and our websites.
D. Third-Party Services and Content.
Certain BODi Services may integrate, be integrated into, or be provided in connection with third-party websites, services, applications, tools, interfaces, content, and/or materials (“Third-Party Services”). We do not review or control any Third-Party Services. We additionally make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our websites, apps, software or any other element of the BODi Services. There is no implied affiliation, endorsement or adoption by BODi of these Third-Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and privacy policies that separately apply to these Third-Party Services.
Certain opinions, advice, statements, or other information, including without limitation, food, nutrition, and exercise data, may be made available by third parties through or in connection with the BODi Services (“Third-Party Content”). This Third-Party Content belongs to the respective authors or providers of the applicable Third-Party Content and these authors and providers are solely responsible for the Third-Party Content they provide in connection with the BODi Services. BODi DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON ANY BODi SERVICE; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY as part of any Third-Party Content. UNDER NO CIRCUMSTANCES WILL BODi BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON THird-Party CONTENT POSTED ON THE BODi SERVICES OR TRANSMITTED TO OR BY ANY THIRD-PARTY in connection with the BODi services.
E. Digital Purchases.
We may offer you an opportunity to purchase select stand-alone digital streaming content or other unique digital content offerings for a separate one-time payment in accordance with any offer terms (each a, “Digital Purchase”). Digital Purchases are offered as a license, not a sale or assignment of any rights in the Digital Purchase content, which allows you to stream on supported devices or temporarily download copyrighted materials for your personal non-commercial use. Digital Purchases require an active BODi account and valid email address and authorize you access to stream the Digital Purchase in accordance with the terms and conditions outlined herein. Unlike many BODi services and products, Digital Purchases are non-cancellable and non-refundable. Although Digital Purchases may be offered as a one-time “purchase” or option to “buy”, you are purchasing only a perpetual streaming license to access the content.
F. App Providers.
If you access any BODi Service using an Apple iOS or other third-party device, you acknowledge that each of those third-party companies, such as Apple Inc. (each, “App Provider”), will not be responsible for any damages arising out of the failure of a BODi Service to operate as intended.
When accessing any BODi Services by or through an App Provider, you acknowledge and agree that: (i) these Terms are concluded between you and BODi, and not with the App Provider, and that we are solely responsible for any BODi Services (such as mobile applications), and not the App Provider; (ii) the App Provider has no obligation to furnish any maintenance and support services with respect to any BODi Services; (iii) in the event of any failure of the BODi Services to conform to any applicable warranty: (a) you may notify the App Provider and the App Provider will refund the purchase price for the BODi Services to you (if applicable); (b) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the BODi Services; and (c) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (iv) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to any BODi Services or your possession and use of the BODi Services, including without limitation: (d) product liability claims; (e) any claim that the BODi Service fails to conform to any applicable legal or regulatory requirement; and (f) claims arising under consumer protection or similar legislation; (v) in the event of any third-party claim that the BODi Service or your possession and use of the same infringes that third-party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms; (vi) the App Provider and its subsidiaries, are third party beneficiaries of these Terms as it relates to your license of the BODi Services, and that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; and (vii) you must also comply with all applicable third-party terms of service when using the BODi Services. As also mentioned in these Terms, you represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
G. Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THE BODi SERVICES, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS, GOODS, SERVICES, WEBSITES, APPLICATIONS, HEALTH, FITNESS, NUTRITION AND WELLNESS CONTENT AND ADVICE, OR ANY OTHER INFORMATION PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS AND OMISSIONS, AND WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE BODi SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, UPTIME, ACCESSIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE BODi SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. WE FURTHER MAKE NO GUARANTEE OR WARRANTY AS TO THE PARTICULAR HEALTH AND WELLNESS GOALS, RESULTS, BENEFITS OR OUTCOMES THAT MAY BE ACHIEVED OR OBTAINED THROUGH USE OF ANY BODi SERVICES. YOU AGREE TO USE THE BODi SERVICES AT YOUR SOLE RISK.
YOU WILL NOT HOLD BODi OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE BODi SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA, AS THE BODi SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH OUR WEBSITES, INCLUDING WITHOUT LIMITATION, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR SALE THROUGH OUR WEBSITES MAY BE AVAILABLE THROUGH MANUFACTURERS' WARRANTIES, THOUGH NOT THROUGH BODi; PLEASE READ THE WARRANTIES INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE PRODUCTS/SERVICES FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY SERVICES, OR THIRD-PARTY PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.
H. Mobile Networks; Texting.
When you access any BODi Services through a mobile network, such as one of our mobile applications, or you sign up for our text message programs, your network or roaming provider’s messaging, data and other rates and fees may apply. Not all BODi Services may work with your network provider or device.
When you sign up to receive text messages from us, you acknowledge and agree you will receive such text messages using an autodialer to the number you provide, and that your consent for us to send you text messages is not a condition of purchasing any BODi Services. Not all carriers may be included within our text messaging programs. You are free to opt-out of receiving text messages from us at any time. Please see any additional instructions provided to you at the time you sign up.
4. Your Content and Account.
A. User Generated Content.
The BODi Services may allow you and users of our websites to communicate, submit, upload or otherwise make available text, reviews, stories, images, photos, audio, video, media, chats, personally identifiable information (including health, wellness and nutritional data), feedback about our products and services, testimonials, success stories, or other content (“User Generated Content”). User Generated Content that you submit through your BODi Account or any other BODi Services will be stored, maintained and used by BODi in accordance with our Privacy Policy. You acknowledge certain types of User Generated Content that you submit, such as chats, photos, reviews, and message board entries, may be accessed and viewed by the public.
You may not submit or upload User Generated Content that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by BODi in its sole and absolute discretion. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you.
You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to or consent from any other person or entity, to use and exploit, and you fully and unconditionally authorize us to use and exploit, your User Generated Content in all manners and mediums (including commercial use) desired by BODi including as contemplated by these Terms. You agree to indemnify and hold us and our affiliates, parent companies, and subsidiaries, and each of their respective employees, officers, and directors harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third-party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. You waive any right to injunction or other equitable relief in connection with BODi’s use or exploitation of User Generated Content.
We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the BODi Services, or any authors, experts, celebrity trainers or otherwise. User Generated Content shall not state or reflect the attitudes and opinions of BODi, and any views and opinions expressed on our websites shall not be attributed to or otherwise endorsed by BODi.
B. License to Your User Generated Content.
We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the BODi Services and on third-party sites and platforms such as Facebook, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, applications, or on our websites or in any other commercial manner. We are not, however, obligated to use your User Generated Content.
To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
C. Public Forums.
Certain BODi Services include public forums, which include without limitation, discussion forums, message boards, blogs, chat rooms or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum and for the consequences of submitting or posting same. You acknowledge and agree BODi is not responsible for any content posted on public forums by any third parties, including without limitation any content which you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive or harmful. Nothing in this Section 4 is intended to prohibit your right to provide feedback or make critical statements about BODi, its Products or Services whether through your BODi Account or in any public forum.
D. User Conduct.
You must only use the BODi Services for lawful purposes and in compliance with any applicable Codes of Conduct, and you must not use them in a way that is illegal or harmful, or infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of any BODi Services. In using any BODi Services, and in particular, our websites, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:
i. copy, reproduce, or improperly use, post or access any content on the BODi Services;
ii. modify, distribute, or re-post any content on the BODi Services for any purpose;
iii. use the content on the BODi Services for any commercial exploitation whatsoever;
iv. disrupt or interfere with the security of, or otherwise abuse, the BODi Services, or any services, system resources, accounts, servers, or networks connected to or accessible through the BODi Services or affiliated or linked sites;
v. access content, data or portions of the BODi Services which are not intended for you, or log onto a server or account that you are not authorized to access;
vi. attempt to probe, scan, or test the vulnerability of the BODi Services, including websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization;
vii. access any BODi Services or our websites through any automated means, such as “robots,” “spiders,” or “offline readers”;
viii. interfere or attempt to interfere with the use of the BODi Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing";
ix. use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on the BODi Services;
x. harass, “stalk”, disrupt or interfere with any other user's enjoyment of the BODi Services or affiliated or linked sites;
xi. upload, post, or otherwise transmit through or on the BODi Services any viruses or other harmful, disruptive, or destructive files;
xii. use, frame, or utilize framing techniques to enclose any BODi trademark, logo, or other proprietary information (including the images found at our websites, the content of any text, or the layout/design of any page or form contained on a page) without BODi's express written consent;
xiii. use meta tags or any other "hidden text" utilizing a BODi name, trademark, or product name without BODi's express written consent;
xiv. deeplink to the BODi Services, including our websites without BODi's express written consent;
xv. create or use a false identity on the BODi Services, share your account information, use another individual’s account information, or allow any person besides yourself to use your account to access the BODi Services;
xvi. harvest or otherwise collect information about BODi users, including email addresses and phone numbers;
xvii. download, “rip,” or otherwise attempt to obtain unauthorized access to any BODi Services, content or other materials;
xviii. post any copyrighted material unless the copyright is owned by you; and/or
xix. engage in any behavior or conduct that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by BODi in its sole and absolute discretion.
E. Your Account; Passwords.
Certain BODi Services permit or require you to create an account (such as a BODi account) to enjoy additional services and benefits that we provide. You agree to provide and maintain accurate, current and complete information for your accounts, including as applicable, your name, contact (including a valid email address), and payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, image, photo or likeness, or if applicable, provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.
We have adopted and implemented a policy that provides for the suspension or termination, in appropriate circumstances and in our sole and absolute discretion, of the accounts of users who violate these Terms, are repeat infringers of copyright, or engage in, encourage or advocate for offensive, abusive, or illegal conduct.
You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You may not share your password or other login information with any person; any use of your account by any person other than yourself is grounds for suspension or termination of your account. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the BODi Services. You agree not to use the account, username or password of any other account holder at any time. BODi 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.
F. Member Public Profiles.
When you create an account with us (such as a BODi account), you may be asked to provide certain personal information, such as your name and e-mail address. Some of this information may be publicly viewable by others, such as other BODi members or account holders.
BODi relies on its members to provide current and accurate information, and we do not, and cannot, investigate information contained in member public profiles. BODi does not represent, warrant or guarantee the accuracy of public profile information, and hereby disclaims all responsibility or liability for any information provided by members by means of public profiles or otherwise.
You are solely responsible for your interactions with other members. You acknowledge and agree that BODi does not (i) screen its members; (ii) inquire into the backgrounds of its members; or (iii) review or verify the statements of its members, including without limitation, information or representations contained in public profiles. BODi does not warrant, endorse or guarantee the conduct of its members or their compatibility with you, and you agree to exercise all precautions in your interactions with other members. Like all open forums on the Internet or social media, you should always be careful about what you share in a public forum and, in particular, you should never share your password, social security number or any other personal information.
5. BODi’s Products and Services; Websites;
Orders.
A. Our Guarantee.
Most of our products and services carry a specific money back guarantee, return or exchange policy starting from the date that the product or service is delivered or supplied to you. Please review the information provided with your product/service for specific details.
As applicable, to exercise your money back guarantee and/or return or exchange a product or initial digital subscription, log in to your account on BODi.com and locate your order. If your order is eligible for a return, you may initiate the return by obtaining a Return Authorization Number and follow the instructions provided to return the product. Products that come with a money back guarantee will receive a refund of the purchase price, less applicable shipping and handling, unless stated otherwise. You are responsible for paying to ship any products back to us. We will not process a refund or reship for products returned without a Return Authorization Number, returned products sent to the wrong address, or any loss or damage to returned products that occur in transit. If returned products are lost or damaged in transit, we reserve the right to charge you for, or not refund any amounts attributable to, any such lost or damaged products. Should you experience any difficulty or delay in returning a product and securing the proper refund, please visit BeachbodySupport.com.
B. Product and Service Descriptions, Price and Other Information.
We have taken reasonable precautions to ensure that all product descriptions, prices and other information shown on our websites are correct and fairly described. However, when ordering products or services through our websites, please note that:
i. BODi reserves the right to not accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect;
ii. BODi reserves the right to refuse, suspend, terminate, or discontinue the supply of any product or service to any customer, or change, suspend or discontinue any aspect of our websites, services or products at any time in our sole and absolute discretion;
iii. all prices are displayed in United States or Canadian Dollars (as applicable) unless expressly indicated otherwise;
iv. packaging and contents may vary from that shown on our websites;
v. any weights, dimensions, and capacities shown on our websites are approximate only;
vi. when you place an order, we estimate the tax applicable to your order and include that estimate in the total for your convenience (the final tax amount will be based on the then-current rate as established by the applicable taxing authority, charged to your payment method, and reflected in the order confirmation and package invoice we provide to you); and
vii. all items are subject to availability and we will inform you as soon as reasonably possible if any product or service you ordered is not available and whether we may offer you an alternative of equal or higher quality and value.
Please also note that we may be required to change the terms of any products, goods or services that we offer and/or you purchase. This includes without limitation changes to prices, taxes, shipping and handling amounts, specifications, delivery times, and/or package contents. We will provide you with prior notice of any changes, by posting a notice on our websites, sending an e-mail to you at the address you provided at the time of purchase, or by including a notice in any products you receive on an automatic recurring or subscription basis. BODi will not incur any obligation as a result of such change. As a valued customer, you are always free to cancel future orders at any time by calling our friendly Customer Service at (800) 804-4333 or via our website or through the App. By continuing to accept products, goods and/or services after we have notified you of a change to any terms, you will be deemed to have accepted the change.
C. Order Processing.
We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will of course refund your payment.
All purchases are subject to applicable shipping and handling, and sales and/or other taxes, which will be applied to your order total. For non-shippable goods, sales and/or other taxes will be calculated based on the billing address provided. For shippable goods, sales and/or other taxes will be calculated based on the shipping address provided. For orders that consist of both shippable and non-shippable goods, sales and/or other taxes will be calculated based on the shipping address provided.
D.
Taxes.
For purchases where sales or transaction tax is applicable you will see the tax calculated on the checkout page before you are asked to confirm the purchase. Tax shown at checkout is an estimate and the actual tax collected may differ once we process the order. We use commercially reasonable efforts to calculate and remit the correct amount of tax required on each taxable purchase, but we do not guarantee the accuracy of the amount of the tax represented as owed. Minor errors may occur owing to the inability to accurately track multiple taxing districts, state and local “tax holidays,” and timing of rate changes or the application of certain taxes to categories of items we sell. As a result of any error, we may overcollect or undercollect your tax. In consideration of our allowing you access to the use of the BODi Services, and in collecting and remitting taxes required on your purchases, you hereby waive your right to claim that the tax collected on any purchase is incorrect in any respect and you agree to hold us, our officers, directors, employees, agents and representatives, harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred as a result of our error in calculating the taxes you owe for your purchases.
If you purchase any BODi Services on third party platforms, such as Apple, those third parties may be responsible for collecting and remitting applicable taxes to the taxing authorities.
E. Your Personal and Payment Information.
When you provide any information to us for any reason, such as to sign up for an offer, use our mobile applications, or purchase our BODi Services, you agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment method information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment method. In the case of e-mail, you must provide an accurate e-mail address that is registered to you. You are responsible for promptly updating your information with any changes, especially to keep your billing information current. You must promptly notify us if your payment method is cancelled (for example, for loss or theft). Changes to such information can be made by contacting Customer Service at (800) 804-4333. To help keep your account current and prevent service interruption, you acknowledge BODi may update your payment method on file when it is set to expire or based on updates it receives from the bank that issues your payment method. You agree that your placement of an electronic order on our websites is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required. If you are accessing, using and/or purchasing any BODi Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms.
F. Shipping.
We will take commercially reasonable efforts to ship your products within the timeframe we provided to you at the time of purchase. Please see the tracking information provided with your order confirmation for approximate delivery timeframes.
Please note that any timeframes we provide are good faith estimates and may be subject to change. We will take commercially reasonable steps to inform you in writing of any shipping delays that extend beyond the timeframe we provided at the time of purchase. Product availability may be limited in some cases and not available for immediate shipment. In that case, products may be delivered in separate shipments depending on availability. For example, if your purchase included two or more items, we may ship those products which are in stock, and later ship the other products to you when they become available. You are always welcome to visit BeachbodySupport.com if you wish to cancel or modify your order due to a delay in shipping. We will not be liable beyond refunding your purchase price if there is a delay in delivering your product(s). We are not responsible for shipments which are returned to sender or refused at delivery, or shipping delays due to factors outside of our reasonable control, such as bad weather, natural disasters, strikes, protests, government disruptions, etc.
Since we are not authorized to sell our products in all jurisdictions, we may reject certain purchases based on the shipping address provided. Please note we reserve the right to set appropriate shipping terms for shipments to certain foreign jurisdictions that are fulfilled from U.S. warehouse locations.
G. IMPORTANT AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED PRODUCTS.
We offer certain products and services on an automatic or subscription basis, so you can enjoy all the benefits of our products or services on a continuous basis. If you choose this option at the time of your purchase, you agree such products/services will automatically renew at the frequency disclosed to you at the time of your initial purchase (i.e., monthly, quarterly or annual basis, etc.). By choosing the automatic subscription option, you acknowledge and agree your subscription will automatically renew, and unless and until you cancel, you authorize us to charge your payment method for the products/services you continue to purchase, plus applicable shipping and handling, and taxes. If you purchased a subscription with a free trial period, you authorize us to charge your payment method when the free trial period ends, unless you cancel your subscription before the free trial period ends, and you will not receive a notice from us that your free trial period has ended. The charges will typically occur on or around the same day of the month as your initial purchase, although some charges may be delayed for business or legal reasons. Physical products will be delivered to the address you provided during your initial purchase. Certain subscription services, such as BODi and Pro Team memberships are not physical products, and thus, are not shippable. Your automatic subscription will continue until you or BODi cancels your order. If there are any changes to your subscription terms, such as pricing, frequency, date of charge or any other items, we will take commercially reasonable efforts to inform you in writing of such change. Subject to the Buyer’s Right to Cancel below for Canadian purchasers for the initial automatic subscription purchase made through a BODi Partner, you may modify or cancel your subscription at any time by visiting www.BeachbodySupport.com. Any modifications or cancellation of your subscription must be received by us at least three (3) days prior to the next scheduled payment/ship date in order to take effect for that period. If you cancel less than three (3) days prior to the automatic renewal day for your subscription, your subscription will continue as scheduled and your cancellation will take effect in the following period.
H. International Orders.
We do not directly sell certain products in any jurisdiction other than the United States or Canada as these products may not be approved for sale in other jurisdictions. While BODi may choose to accept orders for the purchase of its products from non-residents of the United States or Canada, the acceptance of such orders and the sale of such products will only be based on the following conditions precedent:
i. you agree that the purchase of any BODi products by you, as a non-resident of the United States or Canada, shall be (a) ex works BODi's facilities (which may exist anywhere in the world) per Incoterms 2010, with all title risk and loss in the products passing to you from such facility and (b) for your own personal use only and not for further resale or distribution in any manner;
ii. you agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;
iii. you hereby expressly authorize and direct BODi to load and ship the purchased products to you to your designated ship to destination, and to contract on your behalf with a common carrier or courier company for that purpose;
iv. you are the principal importer of record, responsible for ensuring any products can be lawfully imported into your country, and will undertake responsibility for any and all applicable taxes, shipping, customs clearance, duties and import requirements from BODi's facilities to your foreign ship to destination; and
v. the United Nations Convention on the International Sale of Goods shall not apply to any purchase or sale, and BODi expressly opts out of such application.
For products shipped outside the United States or Canada, please note that some BODi Services, including without limitation, exercise programs, content, manuals, instructions and safety warnings may not be localized in destination country languages; and the products, goods, services and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements. In those cases, you expressly accept those BODi Services in the English or French language and as they are sold.
I. BODi.
If you are an active, paid subscriber of BODi, you will be able to stream a variety of BODi exercise and nutrition programs, and gain access to related digital program materials, such as Digital Purchases, workout calendars, nutrition guides, and more. BODi memberships are not transferable and may only be used by the individual who signed up for the account. If you cancel your membership, you will no longer have access to any BODi content through BODi, unless otherwise stated.
6. We Want To Keep
You Safe! Important Notice About Our Fitness and Nutrition Content, And BODi
Partners.
A. The BODi Services Do Not Constitute Medical Advice or Other Professional Healthcare Advice. Although BODi provides its products and services with your health and safety in mind, each individual has their own limitations and it is therefore critical that you consult your physician or other licensed healthcare provider for necessary medical or appropriate care, follow all safety and other instructions provided by BODi, and obtain appropriate authorization before accessing or using any BODi Services, especially if you are prone to injuries, are pregnant or nursing, are under 18 years of age, or have any other unique or special medical conditions. ALL BODi Services are provided for ENTERTAINMENT AND informational purposes only and are not intended to diagnose any medical OR HEALTHCARE condition, replace the advice of a LICENSED healthcare professional, or provide any medical advice, OPINION, diagnosis, treatment OR GUARANTEE. The information made available on or through the BODi Services should not be relied upon when making medical or other important healthcare decisions. BODi DOES NOT PROVIDE CLINICAL SERVICES. ANY BODi PARTNERS OR INDIVIDUALS CERTIFIED BY BODi IN ANY BODi PRODUCTS OR SERVICES ARE NOT FUNCTIONING IN ANY CLINCIAL OR LICENSED MEDICAL OR PSYCHOLOGICAL CAPACITY; SUCH INDIVIDUALS ARE SOLELY PROVIDING INFORMATIONAL AND EDUCATIONAL SELF-HELP RESOURCES. THUS, IT IS EXTREMELY IMPORTANT THAT YOU CONSULT YOUR PHYSICIAN OR LICENSED HEALTHCARE PROVIDER – AND NOT BODi, BODi PARTNERS OR ANY INDIVIDUAL CERTIFIED BY BODi – IN CONNECTION WITH YOUR MEDICAL OR HEALTH CONDITION. YOUR USE OF ANY BODi SERVICES DOES NOT CREATE A DOCTOR-PATIENT, PROFESSIONAL-CLIENT, OR SIMILAR RELATIONSHIP BETWEEN YOU AND BODi OR YOU AND ANY PERSON CERTIFIED THROUGH BODi.
Any individual results using BODi Services may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition. The testimonials featured on our websites may have used more than one BODi product, nutrition program and/or supplements, or extended the program to achieve their successful results.
B. Nutrition Information. Certain BODi Services, such as nutrition plans provided with our fitness programs and online nutrition database, and access to live chats with our nutrition team, provide nutrition, food, caloric and other related information designed to help our customers eat healthy to help them reach their health and wellness goals. While any nutrition information we may provide is designed to safely align with our related exercise regimens, you must consult your physician or other licensed healthcare provider (AND NOT BODi OR ANY BODi PARTNER) before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding. The BODi Services are not a substitute for professional care. If you have or suspect you may have a medical or psychological problem, or a nutritional deficiency or dietetic condition, you should consult your medical doctor, psychologist or nutritionist, as appropriate.
C. BODi Partners. BODi Partners are independent third-party distributors of the BODi Services and responsible for conducting themselves and maintaining their independent businesses in compliance with, among other things, the P&Ps and applicable laws. Due to this independent relationship, you acknowledge and agree that BODi is not responsible or liable for any acts or omissions of any BODi Partner, including through any statements or communications (verbal, electronic or otherwise), images or other conduct, and whether made within or through any BODi Services, social media, “offline,” or otherwise. We encourage you to report any inappropriate conduct by any BODi Partner to our Compliance Department: Compliance@Beachbody.com.
D. Metrics, Values and Figures Are Estimates Only. Please remember that any metrics, values and figures presented or displayed on or within the BODi Services are estimates only and may be inaccurate. This includes without limitation nutritional values, such as calorie, fat, protein, fiber, and other related values, and equipment-related values, such as heart rate, cadence, resistance and any other related values. You must only use such metrics, values and figures for general reference only and always consult your physician or other licensed healthcare provider for necessary or appropriate care and advice.
E. Safety Warnings. BODi provides safety warnings, along with care and use instructions for certain exercises, equipment, products and services. You must always carefully read and follow all such warnings and instructions prior to beginning any exercise, or use of any equipment, products or services. Failure to read and follow any applicable warnings and instructions could result in serious injury and/or death to you and others.
F. Age Restrictions. You must always adhere to all minimum age restrictions and limitations related to any BODi Services, including without limitation, equipment and connected fitness bikes.
G. Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any BODi Services (including without limitation, exercise, nutritional, and equipment and connected fitness bikes/products), independent BODi Partners, or individuals certified by BODi in any BODi products or services may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, temporary or permanent disability, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold BODi harmless from and against all claims, suits, damages, losses, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any BODi Services.
7. Piracy.
Counterfeit products hurt us all. While it causes immeasurable harm on a global basis—such as funding terrorism and organized crime, causing identity theft, and contributing to lost business and jobs—it also significantly harms companies, governments, and consumers. BODi is a victim of this problem and suffers from the illegal stealing, manufacturing, importing and selling of counterfeit BODi products. Although we are waging the war against counterfeit products, we need your help! If you ever learn of any counterfeit activity, please let us know by sending an email to AntiPiracy@Beachbody.com.
8. Copyright Policy and Copyright Agent.
It is BODi's policy to respect the copyright and other intellectual property rights of others. BODi may remove content from its websites or other properties that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, BODi may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, BODi complies with the Digital Millennium Copyright Act.
If you believe that content available on or through the online BODi Services, or accessible via links posted on online BODi Services, infringes your copyright, you or your authorized agent may submit a notification to us, as set forth in this policy. Please send a notification including all of the information described below (“Notification”) to our copyright agent by mail or e-mail using the contact information provided below.
You may be held liable for damages and attorneys’ fees if you make any material misrepresentations in a Notification. Therefore, if you are not sure whether content located on or accessible via a link posted on the online BODi Services infringes your copyright, you should contact an attorney.
A Notification must include the following:
A. Identification of the copyright claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of works.
B. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material (preferably a link to the material).
C. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
D. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent, or the law.
E. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
F. A statement that the information in the Notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please direct Notifications via email to: DMCA@Beachbody.com, or by mail to:
Beachbody, LLC, dba BODi
400 Continental Blvd, Suite 400
El Segundo, CA 90245
Attn.: General Counsel
Upon receipt of a substantially compliant Notification regarding an alleged copyright violation, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing. We will also terminate in appropriate circumstances users who are willful or repeat infringers.
THE TERMS OF THIS SECTION 9 (INCLUDING SUBSECTIONS 9.1 THROUGH 9.12), TAKEN TOGETHER, CONSTITUTE A BINDING ARBITRATION AGREEMENT. THE PROVISIONS HEREIN WILL AFFECT THE RESOLUTION OF (A) CLAIMS WHICH YOU AND YOUR RELATED PARTIES (DEFINED BELOW) MAY HAVE AGAINST BODi AND/OR ITS RELATED PARTIES, AND/OR (B) CLAIMS WHICH BODi OR ITS RELATED PARTIES MAY HAVE AGAINST YOU AND/OR YOUR RELATED PARTIES. In this Section 9, the term “Related Party" shall include a party’s affiliates, owners, members, managers, managing agents, officers, directors, employees, and any other person or entity from whom a party could be held liable, and for clarity, shall also include all beneficial owners associated with a corporation, partnership, trust or other BODi Partner entity, if applicable.
9.1:
Mandatory Informal Dispute Resolution Prior to Arbitration; IDR
Conference
You and BODi recognize that, from time to time, a Dispute (as defined
in Subsection 9.2 below) may arise between you and BODi and/or your respective
Related Parties. If a Dispute does arise, you should know that BODi is
committed to working with you to attempt to reach a reasonable resolution. And
both Parties acknowledge and agree that (in general) good faith informal
efforts to resolve Disputes can result in prompt, low-cost and mutually
beneficial outcomes.
Accordingly, except to the extent prohibited by applicable
consumer protection law, you and BODi agree that before either Party commences
arbitration against the other Party (see Subsection 9.2), the Parties will make
a good faith effort to meet (telephonically or via videoconference) to attempt
to resolve any Dispute informally (each such meeting an “IDR Conference"). Either Party can request an IDR
Conference; and if you are represented by counsel, your counsel may participate
in the IDR Conference, but you agree that you will also participate personally in
the IDR conference.
The Party initiating a request for an IDR Conference must give
notice to the other Party in writing of his or her request, and the IDR
Conference shall occur within 45 days after the other Party receives such
notice, unless an extension is mutually agreed upon by the Parties. Notice to
you that BODi intends to initiate a request for an IDR Conference will be sent
to the most recent contact information we have on file for you. Notice to BODi
that you intend to initiate a request for an IDR Conference should be sent by
email to notices@bodi.com, Attn: General Counsel. The notice must include:
(1) your name, telephone number, mailing address, email address associated with
your account and your account username; (2) the name, telephone number, mailing
address and email address of your counsel, if any; (3) a description of your
concern, claim or reason for initiating an IDR Conference; and (4) the nature
and basis of the relief you are seeking and a detailed calculation of any
damages sought. The notice must be personally
signed by you.
Each IDR Conference shall be individualized such that a separate
conference must be held each time either Party initiates a claim, even if the
same law firm or group of law firms represents multiple users in similar cases,
unless all Parties agree otherwise; multiple individuals initiating a Dispute
cannot participate in the same IDR Conference unless all Parties agree
otherwise. In the time between a Party receiving notice and the IDR Conference,
nothing in this Section 9 shall prohibit the Parties from engaging in informal
communications to resolve the initiating Party’s claims.
The Parties hereto agree that engaging in the IDR Conference is a
condition precedent and requirement that must be fulfilled before commencing
arbitration. The statute of limitations and any filing fee deadlines shall be
tolled while the Parties engage in the IDR Conference process required by this
section.
9.2: Binding Individual Arbitration; Arbitration Agreement: This Subsection 9.2 applies to the fullest extent permitted by applicable law and does not apply to individual residents in the province of Quebec.
Binding Individual Arbitration: ANY CONTROVERSY, CLAIM OR DISPUTE OF WHATEVER NATURE BETWEEN YOU AND/OR YOUR RELATED PARTIES, ON THE ONE HAND, AND BODI AND/OR ITS RELATED PARTIES, ON THE OTHER, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THESE TERMS (OR ANY PRIOR OR SUBSEQUENT VERSIONS, INCLUDING ANY CHANGES TO THESE TERMS), OR THE BREACH THEREOF; THE P&P (IF APPLICABLE), OR THE BREACH THEREOF; THE SALE, PURCHASE OR USE OF BODI PRODUCTS, SERVICES OR THIRD-PARTY SERVICES; OR THE USE OF BODI WEBSITES OR WEB APPLICATIONS; OR THE COMMERCIAL, ECONOMIC, OR OTHER RELATIONSHIP BETWEEN YOU AND BODI AND/OR THE RELATED PARTIES (FOR PURPOSES OF THIS SECTION 9, EACH A “PARTY” AND COLLECTIVELY THE “PARTIES”), WHETHER SUCH CLAIM IS BASED ON RIGHTS, PRIVILEGES OR INTERESTS RECOGNIZED BY OR BASED UPON STATUTE, CONTRACT, TORT, COMMON LAW OR OTHERWISE, WHETHER BEFORE THESE TERMS WERE EFFECTIVE OR AFTER TERMINATION, AND/OR WHETHER SUBJECT TO A PURPORTED MASS ARBITRATION OR A CLASS ACTION THAT YOU ARE NOT A CERTIFIED MEMBER OF (“DISPUTE”), AND WHICH IS NOT RESOLVED VIA THE INFORMAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN SUBSECTION 9.1 ABOVE, SHALL BE SETTLED THROUGH BINDING INDIVIDUAL ARBITRATION, AS DESCRIBED FURTHER IN SUBSECTION 9.4 BELOW, EXCEPT AS PROVIDED IN THE MASS ARBITRATION SECTION OF THIS ARBITRATION AGREEMENT (SUBSECTION 9.5, BELOW) OR, IF YOU ARE IN THE U.S., THROUGH AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT IN YOUR COUNTY (OR PARISH) OF RESIDENCE, OR LOS ANGELES, CALIFORNIA.
Arbitration Agreement: YOU UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 9 (INCLUSIVE OF SUBSECTIONS 9.1 THROUGH 9.12) OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AGREEMENT OR THE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS INDIVIDUAL ARBITRATION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE DISPUTES. YOU FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE INDIVIDUAL ARBITRATION AGREEMENT IN THIS SECTION 9 IS UNENFORCEABLE.
9.3: Waiver of Certain Rights (Including Trial, Jury Trial, and Class Action)
Except as expressly provided herein, to promote to the fullest extent that is reasonably possible a mutually amicable resolution of Disputes in a timely, efficient, and cost-effective manner, YOU AND BODi (INCLUDING ALL RELATED PARTIES OF EACH PARTY) HEREBY EXPRESSLY AGREE THAT EACH PARTY (AS APPLICABLE) IS HEREBY WAIVING ITS RIGHTS TO TRIAL BY JURY OR BY ANY COURT, INCLUDING RIGHT TO APPEAL AND TO CONDUCT FULL DISCOVERY. IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BODi (INCLUDING ALL RELATED PARTIES) HEREBY EXPRESSLY AGREE THAT EACH PARTY (AS APPLICABLE) IS HEREBY EXPRESSLY WAIVING THE RIGHT TO PARTICIPATE IN ANY PURPORTED CLASS, COLLECTIVE, AGGREGATE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, SUCH PROCEEDINGS BROUGHT IN STATE AND FEDERAL COURT AND/OR CLASS ARBITRATION, EXCEPT AS PROVIDED IN THE MASS ARBITRATION SECTION OF THIS ARBITRATION AGREEMENT (SECTION 9.5, BELOW) AND, IN THE U.S. SMALL CLAIMS. UNLESS BOTH YOU AND BODi AGREE IN WRITING, EACH PARTY (AND ITS RELATED PARTIES) 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, COLLECTIVE, AGGREGATE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, ARBITRATION, OR OTHER PROCEEDING, EXCEPT AS PROVIDED IN THE MASS ARBITRATION SECTION OF THIS ARBITRATION AGREEMENT (SECTION 9.5, BELOW) AND, IN THE U.S. SMALL CLAIMS.
9.4: Arbitration Procedures
All requests for an IDR Conference and all requests for arbitration (and all related actions, filings and materials) which are submitted pursuant to the terms of this Section 9, and which are submitted by an attorney, must include a written affirmation by such attorney that the information provided for each individual case is true and correct to the best of the submitting attorney’s knowledge.
TO THE EXTENT THERE IS MORE THAN ONE DISPUTE BETWEEN THE PARTIES AND/OR RELATED PARTIES, AND ANY OF SUCH DISPUTES ARE NOT ARBITRABLE AS A MATTER OF LAW, THE PARTIES AGREE THAT LITIGATION OF THOSE DISPUTES SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION. In the event the prohibition on class, collective, aggregate, mass and/or representative arbitrations is deemed invalid or unenforceable after exhaustion of all appeals of that issue, then, to the extent that class, collective, aggregate, mass and/or representative claims are asserted, such claims shall be litigated in accordance with the otherwise-applicable terms of this Section 9.
Except for Disputes subject to the terms of the mass Arbitration SUBsection hereof (SUBSection 9.5), and, in the u.s., small claims court, ANY AND ALL DISPUTES shall be subject to and shall be settled exclusively by final, binding, individual arbitration in accordance with: (1) in the U.S., by the American Arbitration Association (“AAA”) under the then-prevailing applicable AAA Rules, and any applicable Supplementary Rules, as modified by this section, unless the laws of the state in which you reside expressly require otherwise; or (2) in Canada, the ADR Chambers Arbitration Rules, unless the laws of the state or province in which you reside expressly require otherwise. If AAA or ADR Chambers, as applicable, is unable to serve as an arbitrator organization (for any reason) and the Parties cannot agree on an alternative arbitrator organization, then a court of competent jurisdiction will appoint an arbitrator organization.
Notwithstanding anything contained herein, AAA or ADR Chambers, as applicable, may not administer any multiple claimant or class arbitration except as provided in the Mass Arbitration subsection (Subsection 9.5), as the Parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules or ADR Chambers Rules, as applicable, and the rules set forth in this Section 9, the rules set forth in this Section 9 shall govern. The AAA rules and procedures are available online at www.adr.org or by calling 1-800-778-7879 and copies of the ADR Chambers Arbitration Rules may be downloaded at https://adrchambers.com/arbitration/rules/. Both will be emailed to you upon request to Privacy@BODi.com.
If arbitration of a Dispute is necessary, the Parties agree to the following procedure:
1. If
in the U.S., the moving Party writes a Demand for Arbitration. The demand must
be personally signed and include a description of the Dispute, description of
the relief that you are seeking, including a detailed calculation of the amount
of damages , and a declaration that you completed the Informal
Dispute Resolution as detailed in subsection 9.1 above. If you are represented
by counsel, your counsel must also personally sign the Demand for Arbitration. The
signatures certify (a) under penalty of perjury that the statements made are
true and correct, and (b) that the Dispute is (i) not for an improper purpose,
frivolous, to harass the other Party and/or brought about to increase the costs
of arbitration; (ii) brought in good-faith based on real facts and sound legal
arguments that are actionable under current law. You can find copies of a
Demand for Arbitration at: https://www.adr.org/Most-Viewed-Forms (“Demand for Arbitration”).
2. If
in Canada, the moving Party write a Notice to Arbitrate. The notice must include a description of the
Dispute and the relief sought to be recovered.
You can find a sample of a Notice to Arbitrate at: https://adrchambers.com/arbitration/
3. Send
copie(s) of the Demand for Arbitration or Notice to Arbitrate, plus the
appropriate filing fee, to:
|
In the U.S.: Send one copy to:
AAA Case Filing Services 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043 Or online visit www.adr.org and click on File or Access Your Case and follow directions. |
In Canada: Send three copies to: ADR Chambers 180 Duncan Mill Road, 4th Fl. Toronto, ON M3B 1Z6 |
4.
Send one copy of the Demand for Arbitration
or Notice to Arbitrate to the other Party at the addresses below:
|
To BODi: Beachbody, LLC, dba BODi Attn: Chief Legal Officer 400 Continental Blvd. Suite 400 El Segundo, CA 90245 |
To You: The Dispute Notice will be sent by certified mail to the most recent address BODi has on file for you or otherwise in our records for you. |
Notwithstanding the rules of AAA and ADR Chambers, the following will apply to all arbitration actions:
- The arbitration will take place: (1) in the U.S., in Los Angeles County, California, except as otherwise required by AAA Rules (e.g. at a location which is reasonably convenient to both Parties with due consideration of both Party’s ability to travel and other pertinent circumstances); or (2) in Canada, in Ottawa Canada, except as otherwise required by the ADR Chambers Rules.
- The arbitration agreement and the arbitration will be governed by the Federal Arbitration Act (“FAA”) in the U.S. or the appliable provincial or territorial Arbitration Act in Canada. To the extent there is a conflict with California law, the FAA or the provincial or territorial Arbitration Act in Canada prevails.
- The arbitration will be conducted in English (with appropriate translators as may be necessary).
- In the U.S., the Federal Rules of Evidence will apply in all cases.
- In the U.S., the Parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
- The Parties will be allotted equal time to present their respective cases, including cross-examinations.
- The arbitrator(s) is required to issue a written arbitration award setting forth the essential findings and conclusions on which any award is based.
- The arbitrator(s) will have no authority to award punitive damages, except where an applicable law or statute expressly prohibits the waiver of such damages.
- The decision of the arbitrator will be final and binding on the Parties and may, if necessary, be reduced to a judgment in a court of law, except that a Party may choose to appeal certain arbitration awards as described below. Any motion or action to confirm, vacate, modify, or otherwise enter judgment on the award shall comply with Section 9.2. Further, any Party seeking to enforce an award of an arbitrator(s) shall submit the award under seal to the extent necessary to maintain protections of confidential, proprietary, and trade secret information, and the Parties hereby agree and consent to the filing of such a submission, motion, or order under seal.
In addition to the foregoing and notwithstanding the rules of AAA and ADR Chambers, certain procedures will apply depending on the amount in controversy. For Disputes in which the amount in controversy is less than $1,000,000.00 (one million dollars), the following procedures will apply absent mutual agreement of the Parties to the contrary:
- The arbitration will occur within 180 days from the date on which the arbitrator is appointed and will last no more than five (5) business days.
- There will be one arbitrator selected from the panel provided by AAA or ADR Chambers (where applicable), using the AAA Rules or the ADR Chambers Arbitration Rules (where applicable) for arbitrator selection.
- The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by AAA or ADR Chambers (where applicable) to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between Parties, but, in the U.S., in no event shall the Parties be entitled to discovery rights greater than provided by the Federal Rules of Civil Procedure.
For Disputes in which the amount in controversy is equal to or exceeds $1,000,000.00, the following procedures will apply absent mutual agreement of the Parties to the contrary:
- There will be three (3) arbitrators selected from the panel provided by AAA or ADR Chambers (where applicable), using the AAA Rules or the ADR Chambers Arbitration Rules (where applicable) for arbitrator selection.
- In the U.S., the Parties will be entitled to, and limited by, all discovery rights permitted by the Federal Rules of Civil Procedure.
- In the U.S., the Parties
will be entitled to appeal any arbitration award under AAA Optional Appellate
Arbitration Rules. The Parties agree to request oral argument for any
appeal filed under the Optional Appellate Arbitration Rules.
9.5: Additional Procedures for Mass Arbitration
To increase the efficiency of the administration and resolution of
Dispute arbitrations, you and BODi agree that in the event that there are 20 or
more individual demands or requests for arbitration (each a “Request”) of
a similar nature filed against BODi by or with the
assistance of the same law firm, group of law firms or other organization(s) (or
otherwise in close proximity) the provisions in this Subsection (and, in the
U.S., the applicable AAA Mass Arbitration and Mediation Fee Schedule and
Supplementary Rules) will apply. Both Parties also understand and agree that by
participating in Mass Arbitration, that the resolution of the Dispute may be
delayed.
All Parties agree that Requests are of a “similar nature” if they
arise out of the same event or factual scenario and raise the same or similar
legal issues and seek the same or similar relief. To the extent the Parties
disagree on the applicability of the Mass Arbitration process, the disagreeing Party
shall advise the arbitrating organization (in the U.S., AAA and in Canada, ADR
Chambers), and the arbitrating organization shall appoint a sole standing
arbitrator to determine the Mass Arbitration process’ applicability ("Administrative Arbitrator").
In an effort to expedite resolution of any such
dispute by the Administrative Arbitrator, the Parties agree the Administrative
Arbitrator may set forth such procedures as are necessary to resolve any
disputes promptly.
All Parties agree to the following procedures:
BODi’s counsel and your counsel will each select 5 Requests per
side as part of a first stage, which will be filed with and proceed to be
handed in individual arbitrations (“First Stage Requests”). Each First Stage Request will be assigned by
the Administrative Arbitrator to a different, single, arbitrator. Except for
these First Stage Requests, no Requests will be deemed to have been, nor will
be filed in arbitration (and, as such, no fees will be assessed for such not-filed
Requests). If any of the 10 First Stage Requests are withdrawn before the
conclusion of its individual arbitration, another Dispute will be chosen by the
Administrative Arbitrator to
replace the withdrawn First Stage Request. Upon completion of this first stage,
all Parties will initiate a global mediation session for all
of the Requests that are not part of the First Stage Requests ("First
Stage Remaining Requests"). The global mediation will act as a
stay of the arbitration proceedings.
If
the First Stage Remaining Requests are not resolved by the global mediation
session, the remaining arbitration claims will be filed and resolved in
accordance with the following. The Administrative
Arbitrator will:
(1) administer the arbitration demands in (a) batches of 25 Requests
per batch, if there are 250 or fewer First Stage Remaining Requests, or (b)
batches of 250 Requests per batch, if there are more than 250 Requests (plus,
to the extent there are less than the 25 or 250, as applicable, Requests left
over after the batching described above, a final batch consisting of the
remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide
for the resolution of each batch as a single consolidated arbitration with one
set of case management fees and arbitrator compensation fees due per batch, one
procedural calendar, one hearing (if any) in a place to be determined by the
arbitrator, and one final award.
You and BODi agree to cooperate in good faith with the arbitrating
organization (in the U.S., AAA and in Canada, ADR Chambers) to implement the Mass Arbitration
approach including the payment of single case management fees and arbitrator
compensation for batches of Requests, as well as any steps to minimize the time
and costs of arbitration, which may include: (1) the appointment of a discovery
special master to assist the arbitrator in the resolution of discovery
disputes; and (2) the adoption of an expedited calendar of the arbitration
proceedings; and (3) meetings between each of the Parties’ counsel to discuss
modification to procedures.
This Mass Arbitration provision shall in no way be interpreted as
authorizing a class, collective and/or mass arbitration or action of any kind,
or arbitration involving joint or consolidated claims under any circumstances,
except as set forth in this section.
9.6: Cost of Dispute Resolution:
In Canada, BODi shall pay, or (if applicable) reimburse you for, all ADR Chamber (as applicable) filing, administration, and arbitrator fees for any arbitration commenced (by you or BODi) hereunder. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
In the U.S., AAA Rules govern the payment of arbitration fees. Notwithstanding the forgoing, both you, we (and, if being represented, both of our attorney(s)) agree to cooperate in good faith to take reasonable measures to reduce the costs and fees of arbitration, so that the process is cost-effective for all Parties involved. This may include collaborating with AAA to decrease AAA’s fees. In addition, you and we agree that if the Administrative Arbitrator finds that either your or our claims, counterclaims and/or appeals are brought for an improper purpose and/or are frivolous, the Administrative Arbitrator will award to the other Party the costs and expenses (including, without limitation, any and all charges by the Administrative Arbitrator), and attorneys’ fees incurred by the other Party.
9.7: Amendments to this Section: BODi may amend Section 9 from time to time in accordance with Section 2 of this Agreement.
9.8: Temporary and Provisional Relief: Except as provided below, no Party shall be entitled to commence or maintain any action in a court of law regarding a Dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this arbitration policy, any Party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order, preliminary injunction, or other provisional relief to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. In particular, and without limitation, you acknowledge that covenants relating to the protection of BODi’s trade secrets, confidential, and proprietary information are reasonable and necessary to protect the legitimate interests of BODi. You further acknowledge that your breach of such provisions and covenants would cause BODi irreparable harm, the amount and extent of which would be very difficult to estimate or ascertain, and for which BODi may have no adequate remedy at law. Therefore, the Parties shall be entitled to obtain provisional injunctive relief, a temporary restraining order, or such other temporary equitable relief as may be required to prevent a breach or threatened breach of such provisions and covenants. Furthermore, notwithstanding anything to the contrary herein, to the extent a Party contests the jurisdiction of a state or federal court to preside over claims for a temporary restraining order or preliminary injunctive relief as described above, the court in which such claim is made shall have exclusive jurisdiction to determine whether such claim is to be decided by the court.
The institution of any action shall not constitute a waiver of the right or obligation of any Party to submit any claim seeking relief other than temporary injunctive or enforcement relief to arbitration.
9.9: Related Parties and Third-Party Beneficiaries: Although these Terms are made and entered into between you and BODi, the Related Parties are intended third-party beneficiaries for purposes of the provisions of these Terms referring specifically to them, including this Section 9. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between you and BODi, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which the Related Parties may otherwise have concerning whether they can properly be made a party to any Dispute between the other Parties.
9.10: Protection of Confidential Information: The Parties agree that BODi has valuable trade secrets and confidential and proprietary information relating to its business and products. The Parties agree to take all necessary steps to protect from public disclosure such trade secrets and confidential and proprietary information.
9.11:
Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter or Dispute not subject to arbitration shall reside exclusively in the state or federal courts within Los Angeles County, California.
The Terms are to be construed in accordance with and governed by the laws of California, without regard to its choice of law principles, except that, as applicable, the FAA in the U.S. or the appliable provincial or territorial Arbitration Act in Canada shall govern the arbitration agreement and arbitration without giving effect to any state law to the contrary.
Notwithstanding anything to the contrary herein, residents of the State of Louisiana shall be entitled to pursue resolution of Disputes in their home forum pursuant to Louisiana law, to the extent required under Louisiana law. For such Disputes brought in Louisiana, to the extent allowed by Louisiana law, all other terms of Section 9 shall apply to such Dispute, including without limitation the mutual obligation to arbitrate Disputes on an individual basis.
9.12:
Survival
THIS SECTION 9 SHALL SURVIVE THE TERMINATION, CANCELLATION, OR EXPIRATION OF THE AGREEMENT FOR ANY REASON.
10. Indemnification;
Limitation of Liability.
A. Indemnification. You agree to indemnify and hold BODi, its parents, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, and suppliers harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred by any third-party arising out of or relating to your improper use of any BODi Services, your violation of these Terms, or your violation of any rights of a third-party.
B. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BODi, BEACHBODY, LLC, dba BODi, TEAM BEACHBODY CANADA LP, dba BODi Canada, OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES, OR ANY OF THEIR SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO BODi OR ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY BODi SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF BODi AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO BODi FOR ANY BODi SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BODi AND YOU. THE BODi SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. BODi WILL NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, NATURAL DISASTER, CIVIL UNREST OR WAR.
11. Miscellaneous.
A. Submissions and Unsolicited Ideas Policies. BODi is constantly developing new products, from fitness, to healthy supplements, to online applications, and more. Although we typically develop programs internally, we understand some people may be interested in submitting their ideas for possible development and marketing within the BODi business model. Please note only those programs, products and ideas which promise to uphold, if not improve, on our standards and reputation for premium and innovative products may be considered for our brand portfolio. Since we are constantly working on dozens of new projects at any one time, and also provided with many overlapping ideas by individuals outside BODi, we cannot sign non-disclosure agreements to review any submissions or for follow up conversations, or promise that any ideas or products you submit are not already being developed by us. In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. If you agree with these Terms and believe your new product, program or idea will fit within our exclusive brand portfolio, you may send your ideas, product samples, training videos, or program demonstration submissions by following the instructions at BODi Submissions.
B. International Users. Our websites are controlled, operated, and administered by BODi from its offices within the United States of America. BODi makes no representation or warranty that the materials contained within the BODi Services are appropriate or available for use at locations outside of the United States, and access to them from territories where the contents or products available through the BODi Services are illegal is prohibited. You may not use the BODi Services or export the BODi Services in violation of U.S. export laws and regulations. If you access the BODi Services from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations, and ordinances.
C. Notices. All notices required or permitted to be given under these Terms must be in writing. BODi may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH BODi IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY BODi OF AN EMAIL TO THAT ADDRESS. You shall give any notice to BODi by means of U.S. mail, postage prepaid, to Beachbody, LLC, dba BODi, 400 Continental Blvd., Suite 400, El Segundo, CA 90245, Attn: Legal Department. Such notice to BODi shall be effective upon receipt of notice by BODi.
D. Severability. If any provision of the Agreement, in its current form or as it may be amended, is found to be invalid, or unenforceable for any reason, such provision shall be stricken and reformed only to the extent necessary to make it enforceable, and the balance of the Terms will remain in full force and effect. You hereby agree that the arbitrator or any adjudicator with appropriate jurisdiction pursuant to the Agreement shall enforce the Agreement to its fullest extent, while striking only those provisions that are found to be unenforceable, if any.
E. Suspension; Termination. Notwithstanding anything to the contrary in these Terms, BODi may, in its sole and absolute discretion, suspend, disable, block, or terminate your access and use of any BODi Services (including without limitation, deleting your account(s) or any part thereof), or block, remove or delete any User Generated Content that you submitted, for any lawful reason, including if BODi determines in its discretion that you violated these Terms (such as and including by way of example, to the extent your conduct or User Generated Content violates these Terms or could damage BODi’s reputation or goodwill). If BODi suspends, disables, blocks, terminates or deletes your account, you may not re-register for or use the BODi Services under any other login or profile. BODi may block your access to the BODi Services to prevent re-registration. You agree that BODi will not be liable for any interruption or termination of your access and/or use of the BODi Services.
F. No Third-Party Beneficiaries. Except as set forth in these Terms, only you and BODi may enforce these Terms; no third party shall be entitled to enforce these Terms.
G. Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
H. Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Legal Officer of BODi in order to be effective.
I. Assignment. BODi may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
J. Entire Agreement. Unless you are a BODi Distributor, these Terms constitute the final, exclusive and complete agreement between you and BODi regarding the subject matter hereof and supersede all agreements, communications and course of dealings between you and BODi.
If you are a BODi Partner, your Independent BODi Distributor contract includes several documents. In addition to these Terms, your contract with BODi includes the P&P, and if you enrolled as a business entity (such as an LLC or corporation), the Business Entity Application & Agreement. We will refer collectively to these contracts as the “Distributor Agreement.” The Distributor Agreement (as it may be amended from time to time), constitutes the final, exclusive and complete agreement between you and BODi regarding the subject matter contained therein and supersedes all agreements, communications, understandings, and course of dealings between you and BODi.
K. Language. It is the express intent of the Parties that these Terms and all related documents have been drafted in English (in the case of English versions) and French (in the case of French versions).
BUYER’S
RIGHT TO CANCEL
You may cancel this contract from the
day you enter into the contract until 10 days after
you receive a copy of the contract. You do not need a reason to cancel.
If you do not receive the goods or
services within 30 days of the date stated in the contract, you may cancel this
contract within one year of the contract date. You lose that right if you
accept delivery after the 30 days. There are other grounds for extended
cancellation. For more information, you may contact your provincial/territorial
consumer affairs office.
If you cancel this contract, the
seller has 15 days to refund your money and any trade-in, or the cash value of
the trade-in. You must then return the goods.
To cancel, you must give notice of
cancellation at the address in this contract. You must give notice of
cancellation by a method that will allow you to prove that you gave notice,
including registered mail, fax or by personal delivery.
FOR MANITOBA CONTRACTS: Address for
notice: c/o Thomas W. Turner, 2500 – 360 Main Street, Winnipeg, MB, R3C 4H6.
FOR NOVA SCOTIA CONTRACTS: Address for
notice: c/o Team Beachbody Canada Limited Partnership, dba BODi Canada, 102
Chain Lake Drive, Suite 228, Halifax, NS, B3S 1A7.
DROIT
DE RÉSILIATION DE L’ACHETEUR
Vous pouvez résilier le présent
contrat à compter de la date de conclusion du contrat, et ce, pendant une
période de 10 jours après la réception d’une copie du contrat. Vous n’avez pas
besoin de donner une raison pour résilier le contrat.
Si vous ne recevez pas le bien ou le
service au cours des 30 jours qui suivent la date indiquée dans le contrat,
vous avez un an, à compter de la date du contrat, pour résilier le contrat.
Toutefois, vous perdez ce droit de résiliation si vous acceptez la livraison
après la période de 30 jours. Le droit de résiliation peut être prolongé pour
d’autres raisons. Pour de plus amples renseignements, communiquez avec votre
bureau provin-cial/territorial de la consommation.
Si vous résiliez le présent contrat,
le vendeur doit, dans les 15 jours qui suivent, vous rembourser toute somme que
vous lui avez versée et vous remettre tout bien qu’il a pris en échange ou la
somme correspondant à la valeur de ce dernier. Vous devez alors retourner le
bien acheté.
Pour résilier le présent contrat, il
vous suit de donner un avis de résiliation à l’adresse mentionnée dans ce
contrat. L’avis doit être donné par un moyen qui vous permet de prouver que
l’avis a réellement été donné, y compris par courrier recommandé, télécopieur
ou remise en personne.
FOR
BRITISH COLUMBIA CONTRACTS ONLY: CONSUMER'S RIGHT TO CANCEL
This is a contract to which the Business Practices and Consumer Protection
Act applies.
You may cancel this contract from the
day you enter the contract until 10 days after you receive a copy of the
contract. You do not need a reason to cancel.
If you do not receive the goods or
services within 30 days of the date stated in the contract, you may cancel this
contract within one year of the contract date. You lose that right if you
accept delivery after the 30 days and there are other grounds for extended
cancellation.
If you cancel this contract, the
seller has 15 days to refund your money and any trade-in, or the cash value of
the trade-in. You must then return the goods.
To cancel, you must give notice of
cancellation at the address in this contract. You must give notice of
cancellation by a method that will allow you to prove that you gave notice,
including registered mail, facsimile, or by personal delivery.
If you send the notice of cancellation
by mail, facsimile or electronic mail, it doesn’t matter if the seller receives
the notice within the required period as long as you
sent it within the required period.
FOR
ONTARIO CONTRACTS ONLY: YOUR RIGHTS UNDER THE CONSUMER PROTECTION ACT, 2002
You may cancel this agreement at any
time during the period that ends ten (10) days after the day you receive a
written copy of the agreement. You do not need to give the supplier a reason
for cancelling during this 10-day period.
If the supplier does not make delivery
within 30 days after the delivery date specified in this agreement or if the
supplier does not begin performance of his, her or its obligations within 30
days after the commencement date specified in this agreement, you may cancel
this agreement at any time before delivery or commencement of performance. You
lose the right to cancel if, after the 30-day period has expired, you agree to
accept delivery or authorize commencement of performance.
If the delivery date or commencement
date is not specified in this agreement and the supplier does not deliver or
commence performance within 30 days after the date this agreement is entered
into, you may cancel this agreement at any time before delivery or commencement
of performance. You lose the right to cancel if, after the 30-day period has
expired, you agree to accept delivery or authorize commencement of performance.
In addition, there are other grounds
that allow you to cancel this agreement. You may also have other rights, duties
and remedies at law. For more information, you may contact the Ministry of
Consumer and Business Services.
To cancel this agreement, you must
give notice of cancellation to the supplier, at the address set out in the
agreement, by any means that allows you to prove the date on which you gave
notice. If no address is set out in the agreement, use any address of the
supplier that is on record with the Government of Ontario or the Government of
Canada or is known by you.
If you cancel this agreement, the
supplier has fifteen (15) days to refund any payment you have made and return
to you all goods delivered under a trade-in arrangement (or refund an amount
equal to the trade-in allowance).
However, if you cancel this agreement
after having solicited the goods or services from the supplier and having
requested that delivery be made or performance be commenced within ten (10)
days after the date this agreement is entered into, the supplier is entitled to
reasonable compensation for the goods and services that you received before the
earlier of the 11th day after the date this agreement was entered into and the
date on which you gave notice of cancellation to the supplier, except goods
that can be repossessed by or returned to the supplier.
If the supplier requests in writing
repossession of any goods that came into your possession under the agreement,
you must return the goods to the supplier’s address, or allow one of the
following persons to repossess the goods at your address: the supplier, a
person designated in writing by the supplier.
If you cancel this agreement, you must
take reasonable care of any goods that came into your possession under the
agreement until one of the following happens:
-
The supplier repossesses the goods.
-
The supplier has been given a reasonable
opportunity to repossess the goods and twenty-one (21) days have passed since
the agreement was cancelled.
-
You return the goods.
-
The supplier directs you in writing to destroy
the goods and you do so in accordance with the supplier’s instructions.
FOR
QUEBEC CONTRACTS ONLY:
Une version française de cette entente
est disponible / French version of this agreement is available
Je déclare comprendre les termes de
cette entente dans sa version anglaise et je consens à ce qu’elle soit rédigée
en anglais / I hereby declare that I understand the terms of this agreement in
its English version and I consent that it is written
in English.
STATEMENT
OF CONSUMER CANCELLATION RIGHTS
(Consumer Protection Act, Section 58)
You may cancel this contract for any
reason within 10 days after you receive a copy of the contract along with the
other required documents.
If you do not receive the goods or
services within 30 days of the date stated in the contract, you may cancel the
contract within one year. You lose that right if you accept delivery after the
30 days. There are other grounds for an extension of the cancellation period to
one year, for example if the itinerant merchant does not hold a permit or has
not provided the required security at the time the contract is made, if the
goods are never delivered or the services never performed, or if the contract
is incorrectly made or worded. For more information, you may seek legal advice
or contact the Office de la protection du consommateur.
If you cancel the contract, the
itinerant merchant must refund all amounts you have paid, and return to you the
goods received in payment, as a trade-in or on account; if the merchant is
unable to return the goods, you are entitled to receive an amount of money
corresponding to the value indicated in the contract or the cash value of the
goods, within 15 days of cancellation. You also have 15 days to return to the
merchant any goods you received from the merchant.
To cancel, you must return the items
received from the merchant to the merchant or the merchant's representative,
send the merchant the cancellation form printed below, or send the merchant
written notice of cancellation. The form or written notice must be sent to the
merchant or the merchant's representative at the address indicated on the form,
or at any other address indicated in the contract. You must give notice of
cancellation by personal delivery or by any other method that will allow you to
prove that you gave notice, including registered mail, E-mail, fax and courier.
You may obtain the Quebec Cancellation
Form by calling Customer Service at (800) 804-4333 or clicking here for
English or here for
French.
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*These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.
The contents on our website are for informational purposes only, and are not intended to diagnose any medical condition, replace the advice of a healthcare professional, or provide any medical advice or treatment. Consult your physician and follow all safety instructions before beginning any exercise program or nutrition plan, or using any supplement, especially if you are pregnant, breastfeeding, have any medical condition or are taking any medication.
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