TheGymbox Customer Agreement

(Effective 12/1/2015)

TheGymbox, LLC ("TheGymbox") Customer Agreement

This Agreement describes the terms and conditions regarding your receipt of and payment for the TheGymbox Service ("Service"). If you do not accept these terms, please notify us immediately and we will cancel your Service (our contact information is listed below). You accept this Agreement and are legally bound by its terms and conditions if you decide to do any of the following things: activate your TheGymbox account, receive TheGymbox Service or use your Service after making any change or addition. If you accept this Agreement, it will apply to all TheGymbox Service, including your existing TheGymbox subscription. The current Agreement is always available for your review at www.thegymbox.com.

This is your copy of the Agreement. Please read it carefully. Please note that there may be additional terms and conditions pertaining to a particular Service promotion. Please refer to the specific terms and conditions of any applicable promotion at www.thegymbox.com/specialoffers.

Thank you for supporting the TheGymbox Service. You can contact us toll free at 1-800-303-6976 , by sending an e-mail to support@thgymbox.com, or by writing to:

TheGymbox, LLC
10808 S. River Front Parkway, #3066
South Jordan, UT 84094

For general information about TheGymbox™ Service, please visit our Web site at www.thegymbox.com.

• A. Basic Programming Service. Currently, funding for TheGymbox primarily comes from individual paying subscribers. TheGymbox offers monthly and annual subscriptions; TheGymbox basic monthly and annual programming service consists of video and Video-On-Demand content selected at TheGymbox's sole discretion. This agreement will apply to all TheGymbox services regardless of the length of subscription. Access to premium special Pay Per View content may be available on TheGymbox from time to time. Access to pay per view content is not included with a basic subscription and each selection is independently priced above the cost of a monthly subscription.
  
  
• B. Programming Changes. Specific videos and exercise genres and the number of new videos each week on the TheGymbox service are subject to change without notice, and TheGymbox reserves the right to replace entire genres at its sole discretion. Many changing considerations affect availability, cost and quality of programming. TheGymbox reserves the unrestricted right to change, rearrange, add or delete programming and change subscription prices. In the event of a change in the contents of any programming or programming packages, you understand and agree that we have no obligation to replace or supplement the programming or programming packages previously offered that have been deleted, rearranged or otherwise changed unless otherwise indicated in this Agreement. You can always decide to cancel your Service in whole or part if you do not accept the change. Your continued receipt of TheGymbox constitutes acceptance.
  
  This right to cancel does not relieve you of any other commitments, including, but not limited to, financial commitments such as early termination fees, made under a separate promotional agreement under which you received a discount on products, equipment or programming in exchange for your agreement to maintain your subscription for a certain period of time or pay a cancellation fee to terminate.
  
  
• C. Private Viewing. We provide programming only for your private home viewing, non-commercial use and enjoyment. If you are interested in contracting for public performance of the Service in hotels, colleges, hospitals, gyms, businesses and similar multi-tenant establishments, please contact us at 800-303-6976, or by sending an e-mail to support@thegymbox.com.
  
  You agree that our programming will not be viewed outside of your private residence. Programming may not be rebroadcast, transmitted, recorded (except for personal fair use), nor may admission be charged for listening to or viewing any programming provided by TheGymbox. The Service is intended for use within the United States and its territories. You agree not to attempt to receive the Service outside the United States.

• A. Installation and Activation. TheGymbox Service can only be received using a High Speed Internet connection with ample and sufficient speed (minimum 1.5 Mbs), which you must obtain from a third party provider. TheGymbox makes no representations that the High Speed Internet service that you obtain will be sufficient to handle TheGymbox services. TheGymbox assumes no liability for your failing to contract for a High Speed Internet service that is capable of handling the TheGymbox Service. TheGymbox assumes no liability for any High Speed Internet issues that may arise with your third-party provider to include but not limited to connectivity, download speed, buffering/retrieving, bandwidth overages or security. High Speed Internet includes both Cable Broadband and Telco DSL. TheGymbox also requires the use of a streaming ready device that is supported by TheGymbox. The cost of these devices is not included in the basic subscription. It is your responsibility to purchase or download the necessary equipment/software to use TheGymbox as described on our website.
  
  
• B. Additional Streaming Devices. If you want to watch different TheGymbox programs on different televisions or computers in your home at the same time, you will need an additional TheGymbox streaming device for each television or computer. Extra streaming devices can be added at any time. There will be no additional fee for the first five (5) streaming devices in your home per subscription. There will be an additional monthly charge from TheGymbox if more than five (5) streaming devices are installed per subscription. This fee is subject to change. Please note that you will need to allocate additional Internet bandwidth in order to view multiple TheGymbox signals at the same time. The 5 permitted devices must belong to the same household. Sharing one account accross multiple devices between housholds is a violation of the terms of this agreement and may result in the assessment of additional fees or cancellation of your account at the sole discretion of TheGymbox LLC.
  
  
• C. Condition of streaming devices.
  Streaming devices are prvided by third parties and are not inspected/tested by TheGymbmox and are not warranted or supoprted by TheGymbox in any way.

• A. Terms and Conditions. You will pay in advance at our rates in effect at the time for all recurring Service ordered by you or anyone who uses your streaming devices, with or without your permission, through all periods until the Service is cancelled. You agree to pay all amounts charged for programming selected by any person through the use of any TheGymbox streaming device and to pay all taxes, fees and other charges, if any, which are now or may in the future be assessed on the programming you receive from us. Our Billing Policies may be viewed at www.thegymbox.com.
  
  
• B. Billing Policies. No statement will be mailed. All monthly fees will be automatically applied to the payment method used on your original order and will be charged on a recurring basis on the anniversiary date of your original subscription. Subscriptions are charged in advance and are not prorated. If you cancel in the middle of the current billing period you will continue to have access during the current billing period, but a prorated refund for the remaining days will not be issued. Changes to payment your method must be made no less than seven (7) business days prior to your billing cycle in order to ensure that the new method is charged. You agree to pay us in full on or before the payment due date. If the payment method provided fails, we may charge you an administrative Late Payment Fee. TheGymbox does not extend credit to our customers; therefore the Late Payment Fee is not interest, a credit Service charge or a finance charge. You acknowledge that this fee is reasonably related to the actual expense we incur due to late payment. You understand and agree that, in the case of failed payment or nonpayment for any programming ordered by you or for any of the charges stated below, TheGymbox may report such failed payment or nonpayment to credit reporting agencies. If you do not provide a valid payment method by the due date, TheGymbox has the right to disconnect your programming at any time thereafter, at our sole discretion. TheGymbox may require you to pay all past due charges, a Reconnect Fee, a deposit equal to a minimum of one month's advance charges and all outstanding balances accrued through the date of deactivation, before TheGymbox reconnects your programming. Deposits will not be held segregated from other funds and shall not earn or accrue interest.
  
  
• C. Subscription Cancellation. You may cancel your subscription at any time by visiting www.thegymbox.com/login and access your account online or by calling customer support. Removal of TheGymbox application from any third party streaming device does not constitute cancellation of your service and you will continue to be billed until you cancel the servie online or by telephone. For security reasons, cancellation of the service can not be requested by e-mail or through our support ticketing system.


• D. Administrative Fees and Taxes. You will pay all taxes or other governmental fees and charges, if any, which are assessed. In addition to the amounts due for programming, and monthly recurring charges, you agree to pay the administrative fees referenced below ("Fees") when applicable. TheGymbox reserves the right to increase these Fees or add additional Fees in the future, in our sole discretion. Listed below are administrative fees that may be charged by TheGymbox. To learn the current charge for each administrative fee, please contact us at the telephone number or e-mail address displayed at the beginning of this document or online at www.thegymbox.com. All administrative fees are subject to change without notice.
  
  List of Fees
  • Late Payment Fee
  • Reconnect Fee
  • Change Service Fee
  • Returned Payment Fee
  • Activation
  • Deactivation
    
    
• D. Questions about Your On-line Billing Statement. If you think your statement is incorrect, or you need information about it, call or write us as soon as possible. The e-mail address, postal address and telephone number for our Customer Service Center is displayed at the beginning of this document. For more information about your TheGymbox Account, visit www.thegymbox.com/login and enter your login information. Failure to notify us of a dispute within 10 days of receipt shall constitute acceptance of the bill. Undisputed portions of the billing statement must be paid before the next billing statement is issued to avoid an administrative fee for late payment.
  
  
• E. Programming Suspension or Conversion. If you paid a pre-paid subscription for any programming and your account is past due for any amounts owed to us, at our option we may suspend any or all programming until payment is received. In addition, TheGymbox may, at its sole election, apply any or all of the unused portion of your pre-paid subscription to amounts due and, to the extent there is still credit due for pre paid amounts, convert the prepaid subscription into a monthly subscription for a period equal to the amount of pre-paid funds remaining divided by the current monthly rate; TheGymbox will first apply the amount you paid for your pre-paid subscription to any subscription-based past due amounts and then any remaining amounts to any amounts due or past due for any premium pay per view charges or any other charges due or past due.
  
  
• F. Collections. If TheGymbox uses a collection agency or attorney to collect money you owe us or to assert any other right which we may have against you, you agree to pay the reasonable costs of collection and/or attorney fees or other action required to collect amounts owed or assert our rights. These costs might include, but are not limited to, the costs of a collection agency, reasonable attorney's fees and court costs.
  
  
• G. Cancellation of Our Obligations. If you at any time fail, neglect, or refuse to make timely payments hereunder, or if a petition in bankruptcy shall be filed on your behalf or against you, or if you take advantage of any insolvency law or become insolvent or make an assignment for the benefit of creditors, or if a receiver, liquidator, or trustee is appointed for your property or affairs, TheGymbox shall be wholly relieved from any and all obligations hereunder.

The term of this Agreement is indefinite and you will continue to receive and be billed for TheGymbox service until failure of payment, breach of your responsibility hereunder or if cancelled as provided for herein. You have the right to cancel TheGymbox for any reason at any time by notifying us via telephone at the phone number, or postal address set forth at the beginning of this Agreement. Please be aware that if you cancel your Service prior to the expiration of any subscription obligation and other special obligations, no refunds will be given, and TheGymbox will charge your credit card for any amount owed. TheGymbox has the right to terminate your programming, and take any other action necessary to recover amounts due at any time without providing notice to you if: (i) you fail to pay your bill when it is due; (ii) we receive confirmation that you have received the programming or any part of the programming without paying for it; or (iii) you otherwise violate the terms of this Agreement. If your programming is cancelled for any reason, you are still responsible for payment of all outstanding balances accrued, including any applicable Fees. You understand that charges for programming, once charged to your account, are nonrefundable. For monthly subscriptions, the cancellation will be effective at the end of the period covered by the last monthly bill. No refunds or credits will be provided in connection with the cancellation of monthly subscriptions.

• A. Privacy. We collect personally identifiable information about our customers. Use and disclosure of that information is governed by our Privacy Policy. A copy of our Privacy Policy is available at www.thegymbox.com. We send a copy of our Privacy Policy by e-mail each year to existing customers, as required by federal law. By acceptance of the these Terms and Conditions you agree to accept delivery of our Privacy Policy by e-mail and agree that such delivery shall satisfy any obligation of TheGymbox to otherwise provide the Privacy Policy. In the event we do not have an email address for you, the Privacy Policy will be provided via U.S. mail and shall be considered delivered upon placement with the Post Office for delivery.
  
  
• B. Representations. You represent that you are at least 18 years of age and a resident of the United States or its Territories.
  
  
• C. Physical Address/Change of Address. When setting up your TheGymbox account, you agree to provide us with the physical street address in the United States or its Territory where the equipment will be located. A post office box does not constitute a physical address and is not sufficient to meet this requirement. You agree to give us prompt notice of your change of name, mailing address, physical address where the equipment is located or telephone number. You may do this by notifying our Customer Service Center by postal mail, telephone or e-mail as provided in this Agreement or by using MyAccount in the www.thegymbox.com website.
  
  
• D. Online Account and Automatic Payment. You are responsible for maintaining the confidentiality of the account username and passwords used for online billing Services and account maintenance at www.thegymbox.com, and are fully responsible for all activities that occur as a result of your failure to maintain confidentiality of your password and account. You agree to keep your username and password confidential and not share them with anyone else. You agree to immediately notify TheGymbox if there is unauthorized use of your password and account or other security breach. TheGymbox should have no liability for the unauthorized use of your account information if such failure is caused by your failure to maintain its confidentiality or your failure to promptly notify TheGymbox of any unauthorized use. You can view monthly statements online.

We reserve the right to change the terms and conditions of your Service at any time. If we make any changes, we will send you a copy of your new Customer Agreement containing its effective date. If you decline to accept the new terms and conditions, your sole remedy is to cancel your Service, subject to the payment of the amounts due under previously agreed terms and conditions for the providing of the services. If you do cancel, you may be charged a deactivation fee. Your continued receipt of TheGymbox following posting of the new terms and conditions on our website or receipt by email advising of the changes will constitute acceptance of the changed terms and conditions.

TheGymbox WILL NOT BE LIABLE FOR ANY INTERRUPTIONS IN PROGRAMMING SERVICE OR LIABLE FOR ANY DELAY OR FAILURE TO PERFORM, IF SUCH DELAY OR NONPERFORMANCE ARISES IN CONNECTION WITH THE TERMINATION OF ALL OR A PORTION OF THE PROGRAMMING SERVICES, CAUSED BY ANY ACTS OF GOD, WEATHER, FIRES, EARTHQUAKES, FLOODS, POWER OR TECHNICAL FAILURE, ACTS OF ANY GOVERNMENTAL BODY OR ANY OTHER CAUSE BEYOND OUR CONTROL. WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING ANY SERVICE OR YOUR RECEIVING EQUIPMENT. ALL SUCH WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. IN NO EVENT SHALL TheGymbox HAVE ANY LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO THE EQUIPMENT, INSTALLATION OF THE EQUIPMENT OR ANY SERVICE OR THE PROGRAMMING PROVIDED, WHETHER BASED ON NEGLIGENCE OR OTHERWISE.

It is your responsibility to impose any restrictions on viewing by you, other members of your family, household, or guests, and TheGymbox shall have no liability whatsoever to anyone due to or based on the content of any of the programming, or the viewing of such content, received by Internet or through a receiver provided for the viewing of TheGymbox programming.

It is a violation of several U.S. federal and state laws to receive any TheGymbox programming, or any portion of such programming, without paying for it. The penalties for violating such laws can range from imprisonment to civil damage awards.

TheGybmox provides fitenss content. You should always consult with a physician before beginning any workout program. Your use of TheGymbox is at your own risk. TheGymbox assumes no liablility for any injury sustained for any person using the service on your account.

• A. Applicable Law. All matters concerning the validity and interpretation of and performance under this Agreement shall be governed by the laws of the State of Utah, without giving effect to its conflict of law provisions. The laws of the State of Utah shall also govern all substantive matters arising in any arbitration proceedings, to the extent that Utah law does not conflict with the Federal Arbitration Act, 9 U.S.C. § et.seq.
  
  
• B. Notice. If TheGymbox sends you notice, it will be considered given when deposited in the U.S. Mail, addressed to you at your current billing address or hand-delivered to you. TheGymbox's notice to you will also be effective if provided on or with your online billing statement or by telephone. If you give notice to TheGymbox, it will be deemed given when received by TheGymbox by priority postal mail at the mailing address provided above in this Agreement.
  
  
• C. Other. This document, along with any promotional offer commitments that you agreed to at initiation, comprises the entire agreement between TheGymbox and you, the customer, and no salesperson, installer, customer Service representative, authorized retailer, or other similarly situated individual is authorized to change the terms set forth herein. TheGymbox may, however, change the terms and conditions of this Agreement in the future. Your continued receipt of TheGymbox Services following receipt by email, or written notice, or publication by TheGymbox of the change on its Web site, of this Agreement shall constitute your acceptance of its terms and conditions and accordingly, they will be legally binding on you. The terms of this Agreement, which either are expressly stated to survive or by their nature would logically be expected to survive termination, shall continue thereafter until fully performed.

In order to expedite and control the cost of disputes, you agree that any legal or equitable claim relating to this Agreement or the Programming (referred to as a "Claim") will be resolved by the following:

• A. Informal Resolution. TheGymbox will first try to resolve the Claim informally. Accordingly, you may not start a formal proceeding for at least 60 days after you notify us of a Claim in writing. To initiate a claim, you must send notice to the address listed in this Agreement. If TheGymbox initiates a claim, we will send our notice to the billing address on file with us.
  
  
• B. Formal Resolution. Any controversy or claim arising out of or related to this Agreement or breach of this Agreement, including claims made by the Customer against TheGymbox under applicable consumer protection laws, shall and must be commenced, prosecuted and resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time the arbitration is initiated and under the rules set forth in this Agreement. If there is a conflict between the AAA Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. Arbitration means that you waive your right to a jury trial. Such binding arbitration shall and must be commenced exclusively in Sandy, Utah, unless TheGymbox consents to another location. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Nothing in this Agreement shall affect TheGymbox's ability to terminate the Customer's programming for non-payment of amounts owed to us when due and acceptance of these terms and conditions by continued use of TheGymbox service or otherwise includes the consent for TheGymbox to terminate the service it its sole discretion at any time upon failure of timely payment.