PRIME CONDITION TERMS OF USE AND DISCLAIMER OF LIABILITY

It's serious stuff. Please read this carefully.

This Terms of Use and Disclaimer of Liability Agreement ("this Agreement") governs the use of the Prime Condition Website including the content contained therein ("this Site"). This Agreement is a legal contract between Prime Condition, Inc., an Arizona Company (referred to in this Agreement as the "Company" or "We") and you, the user of this Site (referred to in this Agreement as "User" or "You"). As further described below, this Site may be used only by persons who have accepted the terms of this Agreement. If you do not intend to accept this Agreement you should refrain from using this Site in any manner.

NOTICE: THIS SITE DOES NOT PROVIDE MEDICAL ADVICE, PHYSICAL TRAINING INSTRUCTION OR OTHER PROFESSIONAL ADVICE OF ANY KIND. MANY EXERCISES CAN BE CHALLENGING. IF YOU DO NOT KNOW HOW TO PERFORM THEM CORRECTLY AND SAFELY, YOU SHOULD NOT CHOOSE THEM TO BE PART OF YOUR WORKOUT. YOU SHOULD CONSULT WITH YOUR DOCTOR OR OTHER HEALTH CARE PROFESSIONAL OF YOUR CHOICE BEFORE ENGAGING IN ANY NEW EXERCISE PROGRAM OR OTHER PHYSICAL ACTIVITY. IT IS ALSO RECOMMENDED THAT YOU CONSULT A FITNESS PROFESSIONAL TO MAKE SURE YOUR FORM AND TECHNIQUE IS CORRECT. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU USE THIS SITE IN A SAFE MANNER. BY DECIDING TO USE THIS SITE, YOU ARE ASSUMING ALL RISK OF INJURY, HARM AND LOSS.

1. Acceptance. Accessing or otherwise using this Site constitutes acceptance of the terms of this Agreement by User. User's acceptance of the terms of this Agreement will also be confirmed by requiring User to indicate acceptance of this Agreement in connection with creating an account and/or accessing exercise programs. This Site may be used only by individuals who are 18 years old or over (or who are otherwise the age of majority under applicable laws). User represents and warrants that he or she has the legal capacity to enter into this Agreement. User agrees not to make any false, misleading or fraudulent statements in connection with accessing or using this Site.

2. Permission to Use. Users who have accepted this Agreement are granted a non-exclusive, non-transferable limited permission to use this Site for its intended purpose, and for no other purpose, in accordance with the terms of this Agreement. This Site is for User's personal use only. Certain sections of this Site may be restricted in which event use of those sections is prohibited unless specific permission to access those sections is given by the Company.

3. Use Restrictions. User may view, print or download the content on this Site that is made available for public viewing, printing or downloading, for User's own personal use. As further provided below in Section 11, use of the content contained on or available through this Site for any purpose not expressly permitted in this Agreement is prohibited. Users shall not download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt or edit, or create derivative works from, materials, code or other content on or from this Site. In addition to all other restrictions applicable under this Agreement, all music content downloaded from this Site is provided under a non-exclusive, non-transferable limited license, for User's own personal use only, and may not be copied, published, distributed, sold, transferred or modified. Systematic retrieval of data or other content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from the Company is prohibited. Users shall not attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, materials or other content on or received from this Site. Engaging in prohibited actions will subject Users to serious civil and criminal legal penalties and the Company reserves the right to pursue such penalties to the fullest extent of the law.

4. Additional Terms. Use of certain components of this Site may be subject to additional terms as may be provided in a separate agreement or policy. To the extent that such additional agreements and policies provide for additional restrictions on use of this Site, such restrictions shall be in addition to those provided under this Agreement. User agrees to comply with all applicable terms as they may be modified from time to time, including modifications to this Agreement which may be made from time to time as set forth below. User also agrees to comply with all applicable laws.

5. Subscriptions; Payment Terms. Users may be offered the ability to subscribe to this Site and access premium features or may be offered other products or services. User agrees to pay when due all amounts payable for any and all subscriptions and other purchases made in the name of User. If User, without justification, disputes charges for any purchases resulting in a "chargeback" or "stop payment" or other form of payment reversal, User will be subject to having his or her rights to use this Site restricted or terminated. You agree to notify the Company immediately in writing if you suspect unauthorized use of your credit card or other payment instrument, or of your password, or if you suspect any other unauthorized activity relating to your account. You agree to pay to the Company on demand all attorney and collection fees, court costs and other expenses arising from any effort of the Company to collect any amounts due from you. You further agree that all such amounts shall bear interest at a rate of 1.5% per month or partial month overdue, or the highest interest rate permitted by applicable law if such rate is lower than 1.5% per month.

6. Termination. The Company may cancel User's permission to use all or any part of this Site at any time for any reason in the sole discretion of the Company. User's permission to use this Site shall automatically terminate in the event that User violates this Agreement. All provisions of this Agreement other than the permission to use this Site shall survive termination. In the event you have paid for a subscription for premium access and the Company elects to terminate your use of the Site prior to the expiration of the period for which you have already paid, the Company will refund a pro-rata portion of the amount already paid for such period unless the termination was for cause as determined by the Company in its discretion. Examples of cause include any of the following circumstances: (i) you have violated applicable laws in connection with your use of this Site; or (ii) you have violated third-party rights in connection with your use of this Site; or (iii) you have otherwise breached this Agreement or other obligations to the Company. In the event you are dissatisfied with any aspect of this Site, your sole remedy shall be to discontinue use of this Site.

7. Third-Party Sites/Vendors. This Site may contain advertisements for or information about third-party providers of information, services and products and/or links to their sites. Such providers are referred to in this Agreement as "Third-Party Vendors". Such advertisements, information and links shall not be construed as approval or endorsement of such vendors or their sites. If User decides to deal with such vendors or visit such sites, User understands that he or she is subject to any applicable rules and policies of such Third-Party Vendors including any applicable terms of use agreements or privacy policies of such Third-Party Vendors. Third-Party Vendors have no authority to act on behalf of or bind the Company, and the Company is not responsible for the actions of Third-Party Vendors. User shall be responsible for taking such steps as User deems appropriate to evaluate Third-Party Vendors and their services and products and otherwise protect User's legitimate interests. The Company shall not be construed to be a party to any transactions that may be entered into between User and Third-Party Vendors.

8. User Postings and Uploads. This Site may provide a means for Users to make postings on the Site and upload music and other content (collectively "User Uploads"). The Company assumes no obligation to monitor the contents of User Uploads but reserves the right to refuse to accept and to remove User Uploads at any time. User agrees not to upload any information, materials, music or other content that violates intellectual property laws, that is obscene, pornographic, defamatory, violent, harassive or that otherwise violates applicable laws or community standards, or that is objectionable as determined by the Company. User acknowledges that any information, materials and other content posted on this Site is subject to use by the Company in connection with operating this Site and as otherwise determined by the Company. The Company has no obligation to store any User Uploads and shall not be responsible for the deletion, correction, destruction, damage or loss of any User Uploads. In the event any User believes that this Site contains any unlawful or inappropriate information or materials, User should notify the Company accordingly as described in Section 11 of this Agreement, provided that the Company assumes no obligation to take any particular action.

9. Security; Privacy. The Company will take reasonable steps in the Company's judgment to preserve the privacy of User information that is provided by or on behalf of User in connection with this Site to the extent the privacy of such information is protected by applicable laws. However, the Company cannot guarantee the security of any information provided by or on behalf of User in connection with this Site, and the Company shall not be responsible for a compromise of User information due to circumstances beyond the Company's reasonable control. User is responsible for maintaining the security of any passwords or other access keys relating to this Site. The Company has no obligation to store or maintain any information provided by or on behalf of User. Any information collected by the Company will be subject to the Company's privacy policies as they may be modified from time to time.

10. Changes to Site; Limitation of Availability. The Company may modify or discontinue any aspect or feature of this Site, including its content, functionality, hours of availability, pricing, registration requirements, the domain name addresses through which this Site is accessible, or the equipment needed for its use, at any time and for any reason in the sole discretion of the Company. The availability of this Site is subject to periodic downtime for maintenance and repairs and is subject to interruption due to causes beyond the Company's control including failure of telecommunication links and failure of Internet infrastructure. User acknowledges and agrees that the Company shall not be responsible for any interruptions of the availability of this Site. In the event this Site is modified or your use of the Site is restricted and the modifications or restrictions are not satisfactory to you, your sole remedy shall be to terminate your use of the Site.

11. Proprietary Rights; Restrictions. User acknowledges and agrees that this Site's content (i.e., data, information, files, graphics, etc.), design, code, underlying technology and related information are proprietary to the Company (or its licensors and vendors if applicable) and protected by U.S. and international copyright laws, trade secret laws, trademark laws and other laws. The posting of information or materials on this Site by the Company or its affiliates does not constitute a waiver of any right in such information and materials. This Agreement does not provide User with any right or interest in the Company's proprietary rights related to this Site or otherwise (except the limited permissions expressly provided above), and all such rights shall continue to be owned by the Company (or its licensors or vendors if applicable). Except to the extent express written permission is given by the Company, User shall not copy, reproduce or otherwise duplicate this Site, in whole or in part, or access or attempt to access any of the Company’s systems, programs, data or other information or content that is not made available for public use, or use any information on this Site other than for its intended purpose. Prime Condition is a trademark of the Company and may not be used without the express written permission of the Company. Other trademarks that may appear on this Site are trademarks of the Company or others and may not be used without the express written permission of their respective owners. If User believes that any content or other aspects of this Site infringe or otherwise violate the rights of others, User should provide notice to the Company via email at the following address: info at primecondition.com, in which event the Company may elect to investigate the matter further but shall have no obligation to do so.

12. DISCLAIMERS AND LIMITATIONS. (a) DISCLAIMER OF WARRANTIES. THIS SITE IS PROVIDED "AS-IS" WITH ALL FAULTS AND THE COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL WARRANTIES RELATING TO THIS SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, WARRANTIES AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BY WAY OF ILLUSTRATION WITHOUT LIMITATION, THE COMPANY DOES NOT WARRANT THAT THIS SITE WILL FULFILL ANY OF USER'S PARTICULAR REQUIREMENTS, THAT ACCESS TO THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION OBTAINED THROUGH THIS SITE IS ACCURATE.

(b) LIMITATIONS OF LIABILITY. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, LICENSORS, PARTNERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR OTHER AGENTS SHALL HAVE ANY LIABILITY TO ANY USER FOR ANY DAMAGES, WHETHER GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, WHETHER OR NOT FORESEEABLE AND WHETHER BASED ON CONTRACT, TORT OR STATUTE. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE COMPANY IS PROVIDING ACCESS TO THIS SITE IN RELIANCE ON THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, AND FURTHER ACKNOWLEDGES AND AGREES THAT SUCH LIMITATIONS ARE REASONABLE. IN NO EVENT SHALL THE COMPANY'S LIABILITY TO USER EXCEED THE FEES ACTUALLY PAID BY USER FOR USE OF THIS SITE FOR THE THEN-PRIOR ONE MONTH PERIOD.

(c) CERTAIN LIMITATIONS NOT APPLICABLE. THE LAWS OF SOME STATES AND CERTAIN OTHER JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS IN CERTAIN CASES SUCH AS THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT ANY SUCH LAWS APPLY NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, CERTAIN LIMITATIONS SET FORTH IN THIS AGREEMENT MAY NOT APPLY, IN WHICH CASE THE LIABILITY OF THE COMPANY AND ITS AFFILIATES, LICENSORS, PARTNERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER RIGHTS THAT VARY DEPENDING ON THE JURISDICTION.

13. Indemnification. You agree to defend (if requested by the Company), and to indemnify and hold harmless, the Company and its affiliates, licensors, partners, managers, shareholders, directors, officers, employees and other agents, from all claims, demands, loss, liabilities and expenses, including attorneys' fees, that arise from your use of this Site, or any content, services or products obtained from this Site, or any violation of this Agreement by you. The Company reserves the right to control the defense of any matter subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses.

14. Choice of Law and Forum; Attorneys' Fees. This Agreement shall be governed exclusively by its terms and by the laws of the State of Arizona without regard to the state's rules concerning choice of law. User hereby expressly consents and agrees to exclusive jurisdiction and venue in Maricopa County, Arizona with respect to any litigation arising out of or relating to this Agreement, provided that the Company may bring an action to enforce its rights in any forum having jurisdiction. In the event the Company is required to incur any attorneys' fees or other expenses in connection with enforcing or defending its right under this Agreement with respect to User, User shall reimburse the Company for such attorneys' fees and expenses.

15. Severability of Provisions. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable and the court or other adjudicating authority holding such provision invalid or unenforceable shall make such amendment accordingly.

16. Entire Agreement. This Agreement reflects the entire agreement of the parties relating to the subject matter hereof, and any prior understandings, agreements or representations related to such subject matter are hereby superseded. This Agreement shall control over any conflicting documents or information and shall be the sole source of any obligations of the Company.

17. Modification. The Company may modify the terms of this Agreement from time to time by posting changes to this Agreement on this Site. No provision of this Agreement may be amended, modified or waived except as provided in the foregoing sentence. User agrees to review this Agreement from time to time and comply with any changes. Any use of this Site after the Company's posting of any such changes shall constitute User's acceptance of this Agreement as modified.

18. Interpretation. The terms of this Agreement constitute the mutual agreement of the parties and shall be construed neutrally and not for or against either party. When used in this Agreement, the term "include" or "including" means "including but not limited to." The headings in this Agreement are inserted for convenience; the provisions of this Agreement shall control.