Terms of service

Last Updated: June 30, 2023
PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. Subivu LLC  (“Subivu”, “we”, or “us”) provides health and fitness related products, services, and content virtually and in-person. By registering as a participant or by visiting, browsing, or using the Subivu Services in any way, you (as a “user” or “Participant”) accept and agree to be bound by these Terms, which form a binding agreement between you and Subivu.

If you do not wish to be bound by these Terms, you may not access or use the Subivu Service. Certain elements of the Subivu Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Subivu Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

1. Subivu Eligibility Requirements
 

Participant Age Requirement. 
You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to purchase any Subivu Service. If you are a parent or legal guardian of a Participant under the age of 18 years old, you are subject to these Terms and responsible for that Participant’s activity on the Subivu Service by allowing them to use the Subivu Service.


We may, in our sole discretion, refuse to offer the Subivu Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Subivu Service is revoked where these Terms or use of the Subivu Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Subivu Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.


2. License to Use the Subivu Service 
License. 
Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the Subivu Service, Subivu grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Subivu Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Subivu.  



3. Participant Interactions, Dealings with Third Parties

When interacting with other Subivu participants, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the Subivu Service are solely between you and such third party. You agree that Subivu is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings. In addition, when visiting or taking classes in-person, please be advised that Subivu is not responsible for any lost or stolen items and that visitors, guests and members are required to adhere to then-current policies in place at that location and the directions of representatives.


4. Indemnification

You agree to indemnify, defend, and hold harmless Subivu and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to
1. your activities on the Subivu Service,
2. your violation of these Terms.

3. your use of Third Party Links and Content


There may be links on the Subivu Service that let you leave the particular Subivu Service you are accessing in order to access a linked site that is operated by a third party. Subivu neither controls nor endorses these sites. Subivu is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that Subivu is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.


5. No Warranties

Subivu reserves the right to modify the Subivu Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Subivu Service, at any time, in its sole discretion. You are responsible for providing your own connection to the Subivu Service. Subivu has no obligation to screen or monitor any Content and does not guarantee that any Content available on the Subivu Service is suitable for all users or that it will continue to be available for any length of time.
Subivu provides the Subivu Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the Subivu Service at your own risk. Other than as expressly provided in writing by Subivu in connection with your purchase of a Subivu product, to the extent permitted by law, Subivu expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, Subivu makes no representations or warranties:
1. That the Subivu Service is or will be permitted in your jurisdiction;
2. That the Subivu Service will be uninterrupted or error-free;
3. Concerning any Content;
4. Concerning any third party’s use of User Content that you submit;
5. That the Subivu Service will meet your personal or professional needs;
6. That Subivu will continue to support any particular feature of the Subivu Service; or
7. Concerning sites and resources outside of the Subivu Service, even if linked to from the Subivu Service.
8. To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. 

TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE Subivu SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.


6. Limitation of Liability
To the fullest extent permitted by law:

1. Subivu shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the Subivu Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and
2. Subivu’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Subivu over the 12 months preceding the date your first claim(s) arose.

7. If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that one or any aspect of Subivu’s limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Subivu and you.


7. Safety Warnings

THE SUBIVU SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SUBIVU SITE OR HEARD ON THE SUBIVU SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE SUBIVU SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.
NOTHING STATED OR POSTED ON THE SUBIVU SITE OR AVAILABLE THROUGH ANY SUBIVU SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE SUBIVU SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, SUBIVU MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE SUBIVU SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.


In becoming a user of Subivu with the intent of using the Subivu Service, you affirm that all of the following statements are true:

you represent and warrant that you are in adequate health to use the Subivu Service and have no disability or condition that would make your use or participation dangerous. You understand you should consult a licensed physician prior to beginning or modifying any exercise program that you undertake, including the Subivu Service, especially if you are pregnant, have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Subivu has advised you of the necessity of doing so.

Subivu reserves the right to refuse or cancel your participation if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.


8. Intellectual Property Acknowledgment

You acknowledge and agree that the Subivu Service contains Content that is protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.  Subivu Content may not be sold, reproduced, or distributed without our express written permission. All Subivu-generated content, and content provided to Subivu by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide.

9. Severability
If any portion of this Section 20 is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of Section 20 and all other Terms shall continue to be enforceable and valid.

10. Contracting Entities, Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Pennsylvania, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Exclusive jurisdiction for all disputes will be the state and federal courts located in Hermitage, PA, United States of America, and you consent to the jurisdiction of those courts.


11. Initial Dispute Resolution and Notification. 
You and Subivu agree that, prior to initiating a  legal proceeding, you and Subivu will attempt to negotiate an informal resolution of the Dispute. To begin this process, and before initiating any arbitration or legal proceeding against Subivu, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Subivu’s Legal Department at the Subivu address set out in Section 24 of these Terms. 

Your Notice to Subivu must contain all of the following information: (1) your full name, address, and the email address associated with your Subivu account; (2) a detailed description of the nature and basis of the Dispute; (3) a description of the relief you want, including any money damages you request; and (4) your signature verifying the accuracy of the Notice and, if you are represented by counsel, authorizing Subivu to disclose information about you to your attorney.
 After receipt of your Notice, you and Subivu shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which both sides may extend by written agreement (“Informal Dispute Resolution Period”). During the Informal Dispute Resolution Period, neither you nor Subivu may initiate a legal proceeding. 
If the Dispute is not resolved during the Informal Dispute Resolution Period, your or Subivu may initiate a proceeding as provided above.


12. Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by Subivu in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Subivu. Subivu’s rights and remedies hereunder are cumulative and not exclusive.


13. Successors; Assignment; No Third Party Beneficiaries

These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without Subivu’s prior written consent. Subivu may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.


14. Notices

You consent to receive all communications including notices, agreements, disclosures, or other information from Subivu electronically. Subivu may communicate by email or by posting to the Subivu Service. For support-related inquiries, you may email Support. For all other notices to Subivu, write to the following address:


Subivu LLC
3580 Innovation Way
Hermitage, PA 16148
Attn: Legal Department



Nothing in these Terms or otherwise limits Subivu’s right to object to subpoenas, claims, or other demands.


15. Modification

We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the Subivu Service Site and/or through the Subivu Service. Modifications will be effective on the date that they are posted to the Subivu Service Site. It’s important that you review the Terms whenever we update them before you use the Subivu Service. If you continue to use the Subivu Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, you may not use the Subivu Service anymore. Because the Subivu Service is evolving over time we may change or discontinue all or any part of the Subivu Service, at any time and without notice, at our sole discretion.


16. Entire Agreement

These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Subivu Site from time to time.  In the event of a conflict between any policies posted on the Subivu Service and these Terms, these Terms will control. These Terms represent the entire understanding between Subivu and you regarding the Subivu Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.


17. Force Majeure

Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.