Last Updated: January 22, 2024

PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. Matic Prime Interactive, Inc. (formerly Matic Prime Interactive, LLC) (together with our affiliates, “Matic Prime”, “we“, or “us“) provides a personalized online fitness community and related products, services, content and features through: (i) Matic Prime websites, such as those for our studio, support, boutique, and local country pages (the “Matic Prime Site(s)“), (ii) the interfaces on tablets connected to Matic Prime fitness equipment (such as the Matic Prime Bike, Matic Prime Tread, and Matic Prime Row), (iii) Matic Prime’s studio locations, (iv)mobile, desktop, or device applications (including iOS and Android applications requiring a Matic Prime account to access classes, content, and features (“Apps“)) and (v) Matic Prime-controlled social media pages (including on Meta, Instagram, Spotify and X). To make these Terms of Service (the “Terms“) easier to read, the Matic Prime Sites, Apps, the Matic Prime tablet and studio interfaces and Matic Prime-controlled social media pages are collectively called the “Matic Prime Service” or “the Services”. We personalize content and features as part of the Services to improve your experience, including showing you recommendations in the Service that might be of interest to you. By registering as a Matic Prime Member or by visiting, browsing, or using the Matic Prime Service in any way, and having your usual residence in the US or Canada, you (as a “user“) accept and agree to be bound by these Terms, which form a binding agreement between you and Matic Prime.

PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 20). READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 20 BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND Matic Prime WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

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

1. Matic Prime Eligibility Requirements

Membership Holder Age Requirement. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to purchase a Matic Prime membership subscription and become a Membership Holder (as defined in the Membership Terms).

Age Requirement. You must be at least 13 years old to become a Member (as defined in the Membership Terms) or create a Matic Prime Free account. If you are a parent or legal guardian of a Member or a Matic Prime Free account holder under the age of 18 years old, you are subject to these Terms and responsible for that Member’s or Matic Prime Free account holder’s activity on the Matic Prime Service by allowing them to use the Matic Prime Service.

2. License to Use the Matic Prime 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 Matic Prime Service, Matic Prime grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Matic Prime Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the Matic Prime Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. This license grant is subject to you agreeing to and abiding by the Matic Prime Intellectual Property and DMCA Policy, which forms a part of these Terms. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Matic Prime.

Restrictions. Except as expressly permitted in writing by an authorized representative of Matic Prime, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Matic Prime Service, nor will you take any measures to interfere with or damage the Matic Prime Service. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the Matic Prime Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by Matic Prime in these Terms are reserved.

3. Privacy

Please review the Privacy Policy to learn about:

• What information we may collect about you;
• What we use that information for; and
• With whom we share that information.

4. Membership Requirements Registration

To enjoy full access to the Matic Prime Service, you must register as a member of the Matic Prime Service and enter into a subscription agreement for access to our live and on-demand classes, Content, and features (a “Subscription“). Your Subscription is also governed by the Membership Terms. You must provide complete and accurate registration information to Matic Prime, complete the Subscription process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Subscription.

In-Studio Classes and Membership. Participation in our in-studio live classes is subject to additional fees that are separate from the Subscription fees for Matic Prime’s online Content. You must have an account registered on our studio website in order to sign up for in-studio classes and/or purchase studio memberships, but you are not required to have a Subscription. Additional information about our in-studio class packs and memberships is available on our studio website.

Profile Information and Picture. You may not use someone else’s name or any name, location, or other public profile information, or image that violates any third-party rights, is against the law, or is offensive, obscene, or otherwise objectionable (in Matic Prime’s sole discretion).

Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account; this includes furnishing your username and password to third-party developed applications to connect to your account for any reason. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the Matic Prime Service. If you become aware of unauthorized access to your account, change your password and notify our Support team immediately.

5. Membership Structure and Fees

Matic Prime will provide information on its then-current in-studio membership and Subscription requirements on the Matic Prime Site and/or by other means through the Matic Prime Service. Features and prices are subject to change.

6. Sale of Products, Services, and Memberships

Matic Prime accepts orders for Matic Prime connected fitness products, such as the Matic Prime Bike, Tread, or Row, and other equipment, Memberships (as defined in the Matic Prime Membership Terms), apparel, and accessories that we may offer through the Matic Prime Site or at Matic Prime retail showrooms. Unfortunately, the availability of products cannot be guaranteed. Please note that products, services, and other information provided are subject to corrections and changes without notice. In addition, advertising depictions, graphics, and diagrams are for illustrative purposes only and may not accurately reflect actual product or component availability. Colors, styles and other variants depicted are for illustration only and are subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.

Unless otherwise specified at the time of purchase, you must pay for products when you place the order. All products ordered will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the Matic Prime Site or to your email address after your payment has been processed. 

Orders for Matic Prime Memberships, Membership Activation Codes, gift, or promotional Memberships (as defined in the Membership Terms), whether for you or a third party recipient, are subject to additional terms and conditions, including the Membership Terms and all other communication provided to you and/or the third party recipient, whether on Matic Prime Sites or in any acknowledgement of receipt or other email relating to your purchase of a Membership, Activation Code, gift, or promotional Membership. Gift or promotional Matic Prime Memberships, including gifted Matic Prime All-Access Memberships, have no cash value or property value. Gift or promotional Matic Prime Memberships, including gifted Matic Prime All-Access Memberships, cannot be assigned, transferred, purchased or sold, redeemed for cash or credit or any other monetary value or currency, or used to pay debts by the recipient.

7. Termination; Account Deletion

Term. These Terms begin on the date you first use the Matic Prime Service and continue as long as you have an account with us and/or continue to use the Matic Prime Service.

Termination. Matic Prime may, in Matic Prime’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if Matic Prime determines that you have violated these Terms or that your conduct or User Content would tend to damage Matic Prime’s reputation or goodwill. Matic Prime may block your access to the Matic Prime Service to prevent re-registration.

Effect of Termination / Account Deletion. Upon termination of these Terms all licenses granted by Matic Prime will terminate. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 20), Contracting Entities, Governing Law and Jurisdiction (Section 21), and all general provisions. In the event of account deletion for any reason, User Content may no longer be available and Matic Prime is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the Matic Prime Service. Matic Prime, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

8. User Content

“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Matic Prime Service. “User Content” means any content that users (including you) provide to be made available through the Matic Prime Service. Content includes, without limitation, User Content.

Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules, and regulations. You acknowledge that all Content, including User Content, accessed by you using the Matic Prime Service is at your own risk, and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties, or guarantees with respect to any Content that you access on or through the Matic Prime Service.

As between you and Matic Prime, you represent that you own (or have all rights necessary to grant Matic Prime the rights below to) all User Content that you submit to the Matic Prime Service and that Matic Prime will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant Matic Prime a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the Matic Prime Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to Matic Prime or through the Matic Prime Service about improving or adding new features or products to the Matic Prime Service or you otherwise provide feedback, product or service reviews, or testimonials, you hereby grant to Matic Prime a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews, and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed, and copies of your User Content may continue to exist on the Matic Prime Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

9. General Prohibitions and Matic Prime’s Enforcement Rights

You agree not to do any of the following:

• Post, upload, publish, submit, or transmit any User Content or engage in any activity that:
  
  • infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
  • violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability;
  • is fraudulent, false, misleading, or deceptive;
  • is defamatory, obscene, pornographic, vulgar, or offensive;
  • promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
  • is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity;
  • exploits minors or
  • promotes illegal or harmful activities or substances;
• Download and/or install any third party software and/or application on any Matic Prime hardware (excluding assistive technologies that are necessary for your own use of the Matic Prime Service, such as screen-readers) that is not expressly permitted by Matic Prime in writing;
• Use, display, mirror or frame the Matic Prime Service or any individual element within the Matic Prime Service, Matic Prime’s name, any Matic Prime trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Matic Prime’s express written consent;
• Access, tamper with, or use non-public areas of the Matic Prime Service, Matic Prime’s computer systems, or the technical delivery systems of Matic Prime’s providers;
• Attempt to probe, scan or test the vulnerability of any Matic Prime system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Matic Prime or any of Matic Prime’s providers or any other third party (including another user) to protect the Matic Prime Service or Content;
• Bypass any territorial restrictions, including IP address-based restrictions that may be applied to the Matic Prime Service;
• Attempt to access, scrape or search the Matic Prime Service or Content or download Content from the Matic Prime Service, including through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Matic Prime or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Matic Prime trademark, logo URL, or product name without Matic Prime’s express written consent;
• Use the Matic Prime Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Matic Prime;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Matic Prime Service or Content to send altered, deceptive, or false source-identifying information;
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Matic Prime Service or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Matic Prime Service;
• Collect or store any personally identifiable information from the Matic Prime Service from other users of the Matic Prime Service without their express permission;
• Copy, use, index, disclose or distribute any information or data obtained from the Matic Prime Service, whether directly or through third parties (such as search engines), without Matic Prime’s express written consent;
• Alter, replicate, store, distribute, or create derivatives from the Content available via the Matic Prime Service except as expressly permitted in writing by Matic Prime;
• Impersonate or misrepresent your affiliation with any person or entity;
• Access, use, or exploit the Matic Prime Service in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with Matic Prime or the Matic Prime Service;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Matic Prime Service or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Matic Prime Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Matic Prime Service and Matic Prime’s systems. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Matic Prime Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Member Interactions, Dealings with Third Parties

When interacting with other Matic Prime members, 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 Matic Prime Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Matic Prime 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 at any of our studios, please be advised that Matic Prime 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 studio and the directions of that studio’s employees and representatives.

11. Indemnification

You agree to indemnify, defend, and hold harmless Matic Prime and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to

• your activities on the Matic Prime Service,
• any User Content submitted by or on behalf of you or
• your violation of these Terms.

12. Third Party Software and Applications

Downloading and/or installing any third party software and/or applications that are not expressly authorized by Matic Prime on any Matic Prime hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by Matic Prime.

13. Third Party Links and Content

There may be links on the Matic Prime Service that let you leave the particular Matic Prime Service you are accessing in order to access a linked site or application that is operated by a third party. In order to facilitate these services, Matic Prime may receive or provide certain data to ensure compatibility and access (please see our Privacy Policy for more information on our data practices). Matic Prime does not control any third party site and may not have reviewed or approved the content that appears on them. Matic Prime 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 Matic Prime 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.

14. No Warranties

Matic Prime reserves the right to modify the Matic Prime Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Matic Prime Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Matic Prime Service. Matic Prime has no obligation to screen or monitor any Content and does not guarantee that any Content available on the Matic Prime Service is suitable for all users or that it will continue to be available for any length of time.

Matic Prime provides the Matic Prime Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the Matic Prime Service at your own risk. Other than as expressly provided in writing by Matic Prime in connection with your purchase of a Matic Prime product, to the extent permitted by law, Matic Prime 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, Matic Prime makes no representations or warranties:

• That the Matic Prime Service is or will be permitted in your jurisdiction;
• That the Matic Prime Service will be uninterrupted or error-free;
• Concerning any Content, including User Content;
• Concerning any third party’s use of User Content that you submit;
• That the Matic Prime Service will meet your personal or professional needs;
• That Matic Prime will continue to support any particular feature of the Matic Prime Service; or
• Concerning sites and resources outside of the Matic Prime Service, even if linked to from the Matic Prime Service.

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 Matic PRIME SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

15. Limitation of Liability

To the fullest extent permitted by law:

• Matic Prime 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 Matic Prime Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and
• Matic Prime’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Matic Prime over the 12 months preceding the date your first claim(s) arose.

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 Matic Prime’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 Matic Prime and you.

16. Safety Warnings

THE Matic PRIME 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 Matic PRIME SITE OR HEARD ON THE Matic PRIME SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE Matic PRIME SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.

NOTHING STATED OR POSTED ON THE Matic PRIME SITE OR AVAILABLE THROUGH ANY Matic PRIME 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 Matic PRIME SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, Matic PRIME 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 Matic PRIME SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

In becoming a user of Matic Prime with the intent of using the Matic Prime Service, you affirm that either (A) all of the following statements are true:

• no physician or general practitioner has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician or general practitioner;
• you have never felt chest pain when engaging in physical activity;
• you have not experienced chest pain when not engaged in physical activity at any time within the past month;
• you have never lost your balance because of dizziness and you have never lost consciousness;
• you do not have a bone or joint problem that could be made worse by a change in your physical activity;
• your physician or general practitioner is not currently prescribing drugs for your blood pressure or heart condition;
• you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and
• you do not know of any other reason you should not exercise; or

(B) your physician or general practitioner has been specifically consulted by you and approved of your use of the Matic Prime Service.

If applicable, you further affirm that

• you are not pregnant, breastfeeding or lactating; unless
• your physician or general practitioner has been specifically consulted and approved your use of the Matic Prime Service.

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

17. Intellectual Property Acknowledgment

You acknowledge and agree that your use of the Matic Prime Services and any Content contained therein is dependent upon you agreeing to and abiding by the Matic Prime Intellectual Property and DMCA Policy at all times. You further acknowledge that the Matic Prime Service contains software and other content that is protected by copyrights, patents, 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. All Matic Prime-generated content, and content provided to Matic Prime 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; further, as between you and Matic Prime, Matic Prime own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the Matic Prime Service.

18. Intellectual Property Usage and Reporting Infringement

Matic Prime respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe any third party’s right or other intellectual property rights. If you believe that the Matic Prime Service or any Content contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please go to the Matic Prime Intellectual Property and DMCA Policy for directions on how to report it to us.

19. ARBITRATION AGREEMENT & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

1 . Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, Content, or Matic Prime connected fitness products, equipment, apparel or accessories (each, a “Dispute” and collectively, the “Disputes“) will be resolved solely by binding, individual arbitration, unless expressly provided otherwise in this Section 20, and not in a class, representative or consolidated action or proceeding. You and Matic Prime agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the Matic Prime entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that YOU AND Matic PRIME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This Section 20 shall survive the termination of these Terms.

2 . Exceptions and Opt-out Option. The only exceptions to Section 20 are the following:

• you or Matic Prime each may seek to resolve an individual Dispute in small claims court if it qualifies.
• you or Matic Prime each may seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.
• you may opt out of arbitration entirely and litigate any Dispute individually if you provide us with a signed, written notice of your decision to do so pursuant to Section 20.9 below; however, if you are opting out of an updated version of this arbitration provision, you understand that you will remain subject to the prior version of any arbitration provision to which you had previously agreed.

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

Your Notice to Matic Prime must contain all of the following information: (1) your full name, address, Matic Prime username, and the email address associated with your Matic Prime 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 Matic Prime to disclose information about you to your attorney.

After receipt of your Notice, you and Matic Prime 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 Matic Prime may initiate an arbitration or other legal proceeding.

If the Dispute is not resolved during the Informal Dispute Resolution Period, you may initiate an individual arbitration as provided below.

4 . Conducting Arbitration and Arbitration Rules. Any arbitration must be initiated with and conducted by National Arbitration & Mediation (“NAM“) pursuant to its Comprehensive Dispute Resolution Rules and Procedures and/or its Mass Filing Supplemental Dispute Resolution Rules and Procedures (together, the “NAM Rules“), except as modified by these Terms. The NAM Rules are available at www.NAMADR.org, by calling NAM at 1-800-358-2550. In any instance where the applicable NAM Rules and these Terms are inconsistent, these Terms shall control.

An arbitration Demand filed with NAM must include a certification signed by the filing party verifying compliance with the Initial Dispute Resolution and Notification requirements and other requirements set out in this Section 20.

If NAM fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint the arbitration administrator.

Any arbitration hearing will take place in or nearest to the county or municipality where you live, unless you and Matic Prime agree to a different location or to a virtual hearing.

The arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement, except that only a court of competent jurisdiction as set forth in Section 21 of these Terms (and not an arbitrator) shall have the exclusive authority to resolve any claim that all or part of the Class Action Waiver set forth in these Terms or the Mass Filing procedures set forth in Section 20.5 below are unenforceable, unconscionable, void, or voidable.

5 . Mass Filing Procedures. YOU AND Matic PRIME AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US IS WAIVING THE RIGHT TO BRING OR PARTICIPATE IN A MASS ARBITRATION. Matic Prime’s receipt of one or more Notice(s) of substantially similar claims brought by or on behalf of 25 or more claimants (including you) within a 60-day period (“Mass Filing“) shall be subject to the additional procedures set forth below. Claims included in a Mass Filing, if not resolved during the Informal Dispute Resolution Period, may proceed only in accordance with the procedures set out below, and subject to the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM Mass Filing Rules“, available at https://www.namadr.com/resources/rules-fees-forms/”) to the extent not contrary to these Terms. If a court determines that this Section 20.5 is not enforceable as to your claim, then your claim may only proceed individually in court consistent with these Terms.

• Batching: You and Matic Prime agree that your and other individuals’ claims deemed by Matic Prime a Mass Filing may be filed with NAM in batches of no greater than 50 individuals’ claims at one time, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for you and other claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Matic Prime. After your claim is batched and permitted to be filed as a Demand, you and Matic Prime agree that selection and appointment of an arbitrator for your Demand shall be governed by the NAM Mass Filing Rules.
• First (Bellwether) Batch: The first batch of up to 50 Demands are the Bellwether Arbitrations. If your claim is included in the Bellwether Arbitrations, you and Matic Prime shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.
• Stay of Filing of Other Claims: If your claim is not among those selected for the Bellwether Arbitrations, your claim cannot be filed until it is assigned to a batch and authorized to be filed in a later stage of this process. No arbitration fees will be assessed on you or Matic Prime in connection with your claim unless and until it is assigned to a batch and authorized to be filed with NAM.
• Mediation: After the Bellwether Arbitrations are completed, if your claim remains unresolved, you and Matic Prime agree to mediate your claim along with any other unresolved claims included in the Mass Filing (” Global Mediation“). The mediator will be selected according to the procedure set forth in the NAM Rules, and Matic Prime will pay the mediator’s fees. The Global Mediation shall be completed within 120 days of the selection of a mediator, unless extended by written agreement between you and Matic Prime.
• Election To Proceed in Court: If Global Mediation is not successful in resolving your claim, and 100 or more claims included in the Mass Filing remain unresolved, you or Matic Prime may opt out of arbitration and elect to have your claim resolved in court consistent with Section 21 of these Terms. You or Matic Prime must exercise this election within 45 days of the completion of Global Mediation.
• Sequential Arbitration of Remaining Batches: If neither you nor Matic Prime opt out of arbitration, another batch of no greater than 50 individuals’ claims will be selected from the Mass Filing, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Matic Prime. If your claim is included in this next batch of 50 claims, your claim will be filed with NAM, and you and Matic Prime shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference. The process of batching up to 50 individual claims at a time will continue until the parties resolve all claims included in the Mass Filing. No unbatched claim can proceed to be filed as a Demand until the previous batch has been resolved.
• Tolling. For any claim subject to these Mass Filing procedures, any statute of limitations applicable to your claim shall be tolled from the date the Informal Dispute Resolution Period begins until the earlier of (1) the date your arbitration Demand is filed, or (2) the date you or Matic Prime opts out of arbitration pursuant to Section 20.5.5.

6 . Arbitration Costs. Payment of all arbitration filing fees and costs will be governed by the applicable NAM Rules. If you prevail on your claim in arbitration, Matic Prime will reimburse you for any portion of the arbitration filing fees you paid that exceeded the amount you would have paid to file a complaint in a court of competent jurisdiction pursuant to Section 21. If Matic Prime prevails on your claim in arbitration, and the arbitrator finds that your claim was frivolous or filed in bad faith, the arbitrator may award Matic Prime reimbursement from you of Matic Prime’s arbitration filing fees and costs.

7 . Offer of Settlement. Matic Prime may, but is not obligated to, make a written offer to settle your claim at least 14 days before the arbitration hearing date. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If an award is issued in your favor but is less than Matic Prime’s settlement offer, the arbitrator may order you to pay the arbitration costs incurred by Matic Prime after its offer was made, unless otherwise prohibited by the underlying law governing your claim.

8 . Class Action Waiver. YOU AND Matic PRIME AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING. This also means that you and Matic Prime may not participate in any class, collective, consolidated, coordinated, private attorney general, request for public injunctive relief, or representative proceeding brought by any third party.  Notwithstanding this provision or any other language in these Terms, you or Matic Prime may participate in a class-wide settlement. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND Matic PRIME WAIVE ANY RIGHT TO A JURY TRIAL.

9 . Effect of Changes on Arbitration. Notwithstanding the provisions of Section 25 “Modification”, if Matic Prime changes any terms of this Section 20 after the date you first accepted these Terms or any subsequent changes to these Terms, you may reject the new changes to Section 20 by sending us written notice, personally signed by you, by certified mail to the attention of Matic Prime’s Legal Department at the Matic Prime address set out in Section 24 of these Terms within 30 days of the date such change became effective, as indicated by the later of (1) the “Last Updated” date of the Terms you seek to reject or (1) the date of Matic Prime’s email to you notifying you of such change. Even if you reject a change, you will remain subject to Section 20 of the last version of the Terms you had accepted.

10 . 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.

20. 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 Matic Prime 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 Matic Prime. Matic Prime’s rights and remedies hereunder are cumulative and not exclusive.

21. 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 Matic Prime’s prior written consent. Matic Prime may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.

22. 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 Matic Prime Site and/or through the Matic Prime Service. Modifications will be effective on the date that they are posted to the Matic Prime Site. It’s important that you review the Terms whenever we update them before you use the Matic Prime Service. If you continue to use the Matic Prime 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, except as otherwise provided in Section 20(9) “Effect of Changes on Arbitration,” you may not use the Matic Prime Service anymore. Because the Matic Prime Service is evolving over time we may change or discontinue all or any part of the Matic Prime Service, at any time and without notice, at our sole discretion.