Terms of Service | WilmaFit

WILMA TERMS OF SERVICE

Effective: Jan 10, 2021

These Terms of Service (“Agreement”) are between you and Wilma Fit, LLC (“WILMA”, “we”, “us” or “our”) and governs your use of the WILMA mobile device application, website, and all related information, materials, and services (collectively, the “Services”), including how you can and cannot use our Services.

This is a legally binding contract between you and WILMA. Please read it carefully.

First, we want to highlight some important things about this Agreement:

A. By accessing and using the Services you: (i) acknowledge and agree that you have read and understand the terms of this Agreement; (ii) agree to be bound by them, and (iii) represent and warrant that you have the authority to accept them. If you don't agree with or can't accept all of the terms of this Agreement, you MAY NOT download, install, use, or participate in the Services.

B. We also have other terms and conditions that are incorporated into and form part of this Agreement, including our Privacy Policy, available at [www.wilmafit.com] (“Privacy Policy”), which explains the information we collect from you and how we use and share that information.

1. The Services

1.1 License Grant. Subject to the terms of this Agreement, WILMA grants you a limited, personal, non commercial, non-exclusive, non-sublicensable, revocable, non-transferable license to: (A) access and use the Services; and (B) access and use any content, information and related materials that may be made available through the Services.

1.2. Health and Safety. The Services are (A) provided for non-commercial and informational purposes only; (B) not intended as medical or nutritional advice; and (C) not be used to diagnose or treat any illness, disorder, disease or health problem. Always consult your physician, medical practitioner, or other health care provider before beginning any nutrition or exercise program. You agree that your use of the programs, advice, and information provided through the Services is at your sole choice and risk and that you will not rely on the Services as a substitute or replacement for professional medical advice or treatment. YOU SHOULD NOT ENGAGE IN ANY OF THE ACTIVITIES RECOMMENDED BY THE SERVICES IF YOU HAVE ANY MEDICAL CONDITIONS OF ANY KIND WHERE EXERCISE COULD INDUCE ADVERSE EFFECTS. YOU SHOULD IMMEDIATELY STOP ANY ACTIVITY THAT CAUSES YOU TO BECOME DIZZY, DEHYDRATED, OR OTHERWISE AFFECTS YOUR BODY’S ABILITY TO FUNCTION NORMALLY. IF YOU ARE PREGNANT, DIABETIC, HAVE A HEART CONDITION, OR HAVE ANY INJURIES, DISABILITIES, OR OTHER MEDICAL CONDITION, YOU REPRESENT THAT YOU HAVE EXPRESS PERMISSION FROM YOUR PHYSICIAN, MEDICAL PRACTITIONER, OR OTHER HEALTH CARE PROVIDER TO BEGIN OR CONTINUE AN EXERCISE PROGRAM. YOU AGREE THAT WILMA WILL NOT BE RESPONSIBLE FOR ANY INJURIES YOU SUSTAIN WHILE PARTICIPATING IN ANY ACTIVITIES RECOMMENDED BY THE SERVICES.

2. User Accounts

2.1. Registration. While some elements of the Services may be accessible to the public, most aspects of the Services require that you create a user account. To create a user account for the Services, you will be required to provide us with certain personal information, including your name, gender, age, email address and mobile telephone number. You agree that your user account information must be correct, current and complete and that it will be governed by the Privacy Policy. You agree and consent to our use of your user account information in connection with your access to and use of the Services and otherwise in a manner consistent with our Privacy Policy.

2.2. You Are Responsible for Your Account. You are entirely responsible for maintaining the confidentiality of your password for your user account. If you fail to maintain accurate, complete, and up-to-date user account information, it may result in your inability to access or use the Services. You also agree to only have one user account and not to share your account, user name or password with anyone. If you suspect any unauthorized use of your user account, you agree to notify WILMA immediately. In addition, you agree that you are entirely liable for all activities conducted through your user account and are responsible for ensuring that you are aware of, understand, and comply with the terms of this Agreement and all other rules, policies, or notices published by WILMA.

2.3. WILMA Communications. By entering into this Agreement, you agree to receive communications from us regarding your use of the Services, including via e-mail, text message, and push notifications.

3. User Content

3.1. Overview. We may allow you to use the Services to submit, upload, publish or otherwise make available to WILMA various types of data, content or information, which may be in the form of text, audio, or visual content and information (“User Content”). Any User Content that you provide to us will remain your property. But, by providing WILMA with User Content, you grant WILMA a worldwide, perpetual, irrevocable, royalty-free, non exclusive, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or in part) in any media and to incorporate the User Content into other works in any format or medium now known or later developed. The foregoing grants shall include the right to (A) exploit any proprietary rights in such User Content, including but not limited to, rights under copyright, trademark or patent laws under any relevant jurisdiction, (B) your name, likeness, and any other information included in your User Content, without any obligation to you. You waive any and all claims that any use by us or our licensees of your User Content violates any of your rights, including moral rights, privacy rights, rights to publicity, proprietary, attribution, or other rights, and rights to any material or ideas contained in your User Content.

3.2. Representations and Warranties. You represent and warrant that: (A) you own or control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Services; (B) the User Content is accurate and not misleading; (C) the User Content and your use of such User Content does not violate any law, rule or regulation; (D) the User Content is not inappropriate, profane, indecent, harmful, threatening, abusive, defamatory, harassing, tortuous, vulgar, obscene, libelous, pornographic, harmful to minors, racially, ethnically or otherwise objectionable or that may be invasive of another's right of privacy or publicity; (E) your User Content does not contain any macro, bot, virus, trojan horse, keystroke logger, worm, time bomb, cancelbot, corrupted data or other file, code or computer programming routing that is intended to or results in damage, detrimentally interferes with the Services; and (F) User Content you supply does not violate this Agreement and will not violate any rights of any third party or cause injury to any person or entity. You agree to pay for all royalties, fees, and any other monies owed to any person by reason of any User Content posted by you.

3.3. Monitoring. You understand and agree that you are solely responsible for the User Content that you post, store or upload on or through the Services. WILMA does not pre-screen User Content and you agree that we do not have any obligation to delete, screen or edit any of the User Content posted, stored or uploaded. That said, WILMA reserves the right to delete, screen or edit any User Content posted, stored or uploaded at any time and for any reason without notice. Without limiting the foregoing, WILMA may remove any User Content that in the sole judgment of WILMA violates the terms of this Agreement.

4. Charges

4.1. Payment Methods. WILMA uses third party payment providers to authenticate payment when you purchase access to certain portions of the Services. Please read the terms and conditions and privacy policies of applicable third-party partners to understand their terms and conditions. You agree that you will provide accurate and complete payment information to our third-party providers. You are responsible for ensuring that you have authorization to use any chosen payment method. You also agree to pay all fees and applicable taxes incurred under the user account registered to you. You agree to promptly notify WILMA of any changes to your billing information or payment method. If your payment method cannot be processed at any time, WILMA may immediately terminate your user account and this Agreement.

4.2. Charges. All amounts paid by you through the Services are final and non-refundable, unless otherwise determined by WILMA.

4.3. Recurring Billing. By starting any subscription offering for the Services, you agree that you authorize WILMA to charge you a subscription fee at our then-current rate(s) on a recurring basis as chosen by you. You agree that the amount charge by WILMA to you for each subscription renewal period may be subject to change as a result of promotional offers, pricing, and/or your additions or deletions to the Services subscribed for. You hereby authorize WILMA to charge your selected payment method for all such amounts in accordance with your subscription renewal selections.

5. Prohibited Activities

You may use the Services only for lawful purposes and strictly in accordance with the terms of this Agreement. You agree not to:

Use the Services in any way that violates any applicable federal, state, local or international law or regulation.
Stalk, threaten, or otherwise harass any person.
Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
Use the Services to send, knowingly receive, upload, download, use or re-use any material that (A) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (B) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (C) infringes, misappropriates or violates any intellectual property rights or other rights of any other person; (D) promotes any illegal activity, or advocates, promotes or assists any unlawful act; (E) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; (F) contains false statements or misrepresentations that could damage you, us or a third party; or (G) does not comply with this Agreement.
Use the Services to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
Impersonate or attempt to impersonate WILMA, a WILMA employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services or otherwise collecting information from the Services to be used for any commercial purpose.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Services.
Otherwise attempt to interfere with the proper working of the Services or engage in any act or omission, or encourage or assist any third party to engage in any act or omission that violates this Agreement.

6. Intellectual Property Rights

The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by WILMA, its licensors or other providers of such material and are protected by United States and international copyright, trademark, service mark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the Services available to any third party. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as expressly authorized by this Agreement. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by WILMA and its respective licensors.

7. Trademarks

The WILMA names and all related names, certification names, logos, product and service names, designs and slogans are trademarks and service marks of WILMA or its affiliates or licensors. You agree that you will not (A) use such marks, or (B) reference in any manner such marks, without the prior written permission of WILMA. All other names, logos, product and service names, designs and slogans on Services are the trademarks of their respective owners.

8. Usage Data

We may collect content, data or information aggregated from your use of the Services, such as performance metrics and usage trends, that does not identify or otherwise permit the identification of you or another person (“Usage Data”). You understand and agree that WILMA will own all Usage Data. We may use and disclose Usage Data for promotion, statistical analysis, market analysis, financial analysis, benchmarking, improvement of the Services, development of other products and services and other purposes that are not inconsistent with the Privacy Policy.

9. Feedback

You may decide to provide WILMA with, or respond to our request for, materials, including but not limited to, questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, which may be in the form of email or other submissions (“Feedback”). You understand and agree that Feedback is non-confidential and will become the sole property of WILMA. This Section is not intended to apply to any personal information about you (such as name, mailing address and e-mail address), the use and disclosure of which is described in our Privacy Policy.

10. Administrative, Physical and Technical Safeguards

We will use commercially reasonable efforts to maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of your information that are consistent with industry standards for similar services and the Privacy Policy.

11. Information Posted to the Services

Any reliance you place on any information, content, data or User Content available via the Services is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information, content, data and User Content by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. All statements, comments and/or opinions expressed through the Services, other than the content provided by WILMA, are solely the opinions and the responsibility of the person or entity providing those statements, comments and opinions. These statements, comments and/or opinions do not necessarily reflect the opinion of WILMA. We are not responsible, or liable to you or any third party, for the content or accuracy of any statements, comments and/or opinions provided by other users or any third parties.

12. Third Party Websites and Services

The Services may contain links to other information or services (“Linked Services”). The Linked Services are not under our control and we are not responsible for the contents of the Linked Services, including, without limitation, links contained on Linked Services, or any changes or updates to Linked Services. The Services provide links only as a convenience, and the inclusion of any links to a Linked Service is not an endorsement by us of any company offering products or services on the Linked Services.

We may incorporate third-party services, software, technology, data, and/or other content, either independently or in connection with various programs, features, or functions available through the Services. Your use of third-party materials may be subject to terms of use other than this Agreement and as may be set forth by third-party providers, as applicable. You agree that WILMA assumes no liability with respect to your use of such third-party materials, whether you are aware of their use or not and whether or not the use of such materials is recommended by WILMA. In addition, you understand and agree that Apple Inc. (“Apple”) is a third-party beneficiary to this Agreement if you access the Services using an application developed for Apple iOS mobile devices. As a third party beneficiary,

Apple is not a party to this Agreement and is not responsible for the provision or support of the Services in any manner. Your access to the Services using an iOS mobile device is subject to terms set forth in Apple’s App Store terms of service.

13. Updates and Changes

13.1. To the Services. Our Services will evolve and WILMA may update, patch, revise, change, suspend or restrict your access to the Services, including components thereof, for any reason and may push mandatory, automatic, or background patching or updates or require you to download and install updates to any software required to support the Services at any time without notice or liability to you. You understand and agree that your use of the Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Services. We do not have any maintenance or support obligations with respect to the Services. You agree that updates may change the requirements necessary to use the Services and agree that in such an event you are responsible for any necessary actions, including but not limited to software or hardware, to access and use the Services. You understand and agree that WILMA is not entitled to provide you with any subsequent updates to the Services.

13.2. To this Agreement. WILMA may (and likely will) update, amend, alter, or modify the terms of this Agreement in the future. You agree that WILMA may make changes to the terms of this Agreement at any time and for any reason at its sole discretion. If we make material changes to this Agreement, we will notify you and give you an opportunity to review the new Agreement that will supersede and replace the terms of this Agreement. If any future changes to the terms of this Agreement are unacceptable to you or cause you to no longer be in compliance with the terms of this Agreement, you must terminate your user account. If you continue to use the Services after notice of changes to this Agreement, your use will mean that you accept any and all of WILMA’s changes. If at any time you do not agree to all or any portion of the terms of this Agreement, then you must immediately stop using the Services.

14. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WILMA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WILMA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT YOU BEAR THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY PRODUCT, SERVICE, MATERIALS, OR INFORMATION PROVIDED ON OR THROUGH THE SERVICES. IN USING THE SERVICES, YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH ALL FITNESS OR EXERCISE ACTIVITIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU FOREVER RELEASE, WAIVE AND DISCHARGE WILMA, OUR SUBSIDIARIES, OWNERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM ANY AND ALL LIABILITY FOR LOSS OR DAMAGE, AND FOR EVERY CLAIM OR CAUSE OF ACTION OF ANY KIND INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF YOUR PHYSICAL ACTIVITIES IN CONNECTION WITH THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation of Liability

WILMA SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, HOWEVER ARISING (INCLUDING NEGLIGENCE), EVEN IF WILMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, WILMA’S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO WILMA IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM(S).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You agree to indemnify and hold WILMA and its affiliates and their respective officers, directors, employees, agents, vendors, suppliers and licensors harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (A) your use of the Services or services or goods obtained through your use of the Services; (B) your breach or violation of any of this Agreement; (C) our use of your User Content; or (D) your violation of the rights of any third party.

17. Termination

17.1. By You. You may terminate this Agreement at any time by un-subscribing from your user account at ap.wilmafit.com/login, or through your device settings.

17.2. By WILMA. Without limiting our rights to terminate this Agreement as set forth elsewhere, we may, at any time and at our sole discretion, suspend, terminate, deactivate, and delete your account, or suspend, terminate, or discontinue your access to or any part of the Services with or without notice to you for any reason or for no reason at all, without limitation if: (A) you breach any provision of this Agreement; (B) you infringe any third-party intellectual property rights; (C) we are unable to verify or authenticate any information you provide to us; (D) your use of the Services is inappropriate; (E) we stop offering the or Services in your region; (F) it would be in the best interest of WILMA, a third party, or our community.

17.3. Effect of Termination. Upon termination of your user account or discontinuation of any part of the Services, all rights granted to you under this Agreement will immediately terminate with no further obligations or liability to you. You will no longer have access to the Services (or any part thereof), including any of the associated data or content. You acknowledge and agree that will not be entitled to any refunds and we will have no liability to you. We also have the right to terminate or suspend any other user accounts you may have created with WILMA, as well as your access to any other WILMA products or services without any refunds or liability to you. Sections 1.2, 2.2, 2.3, 3 through 12, 14 through 16, 17.3 and 18, together with any licenses granted by you to WILMA hereunder, will survive termination of this Agreement for any reason.

18. General Terms

You represent and warrant that you are not (A) 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 (B) listed on any U.S. Government list of prohibited or restricted parties. You may not assign this Agreement, or any of your rights or obligations hereunder, without WILMA’s prior written approval. WILMA may assign this Agreement without your consent for any reason. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and WILMA as a result of this Agreement or use of the Services. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. WILMA's failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WILMA in writing. This Agreement and all matters arising from it shall be governed by the laws of the State of Utah, without regard to its conflict of law provisions. You and WILMA irrevocably agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within Salt Lake County, Utah, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

This Agreement is an agreement solely between you and WILMA Fit, LLC. If you have any questions about this Agreement, please contact us at support@wilmafit.com