Welcome to the BadgerCoach, a service of Xfit Badger Resources, a Malaysian Company (“XBR”). This is a legal agreement (“Agreement”) between you and XBR, which may be contacted at 74, Jalan BU 11/6, 47800 Petaling Jaya, Selangor. By accessing the BadgerCoach web site, currently located at www.badgerfitness.net (the “Site”), and using any of the Services (as defined below) accessible through the Site, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.

The XBR services consist of the following, without limitation: an online personal training service for consumers (“BadgerCoach”), interactive website content, community services, and any premium services which may be additionally offered by or on behalf of XBR (“Premium Services”). XBR may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. XBR also reserves the right to cease offering any of the Services.

This Agreement is subject to change by XBR in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the end of this Agreement to determine when the Agreement was last revised.

1. Eligibility
2. Use of Site and Service 
3. Proprietary Rights 
4. User Information 
5. Links to Third-Party Web Sites / Dealings with Advertisers and Sponsors 
6. Disclaimer of Warranty 
7. Limitation of Liability and Indemnification 
8. Complaints 
9. Communication and Privacy 
10. Term and Termination 
11. Cancellations 
12. Renewals 
13. General Provisions 
14. Revision Date

1. Eligibility

Minimum Age. You must be at least 13 years old to use the Site (or the age of majority in your jurisdiction, if it is older), and at least 18 years old to register for the Services. By using the Services, you represent and warrant that you are at least 18 years old. Other Services may have other age requirements for all or portion of such Services, and such other age requirements are stated on such Services or portions thereof.

2. Use of Site and Service

As a user of the Site or a user registered to use any of the Services (a “Registered User”), you agree to the following:

2.1. Exclusive Use. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You acknowledge that XBR is not responsible for third party access to your account that results from theft or misappropriation of your user names and passwords.

2.2. Geographic Limitations. The Site and Services are intended for use in Malaysia. You will only use the Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, Malaysian export control laws. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.

2.3. Information Submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Service; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “post”) through the Services; and (iii) your interactions with other Registered Users through the Services.

2.4. Risk Assumption and Precautions. YOU HEREBY ACKNOWLEDGE THAT XBR MAKES NO WARRANTIES AND DOES NOT GUARANTEE INDIVIDUAL RESULTS. YOU, NOT XBR, ARE PERSONALLY RESPONSIBLE FOR THE ACHIEVEMENT OF INDIVIDUAL PERFORMANCE GOALS. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT PHYSICAL EXERCISE IS INHERENTLY DANGEROUS AND CARRIES WITH IT THE POTENTIAL FOR DEATH, SERIOUS INJURY AND PROPERTY LOSS. YOU UNDERSTAND AND AGREE THAT YOU ASSUME THE RISK OF PARTICIPATING IN THE TRAINING AND ACTIVITIES RECOMMENDED BY XBR, ITS AGENTS AND REPRESENTATIVES. YOU HAVE NOT BEEN ADVISED AGAINST PARTICIPATION IN A PHYSICAL EXERCISE PROGRAM BY A QUALIFIED HEALTH PROFESSIONAL.

2.5. Reporting of Violations. You will promptly report to XBR any violation of the Agreement by others, including but not limited to Registered Users.

2.6. Content Removal. XBR reserves the right, but has no obligation, to monitor the information or material you submit to the Services or post in the public areas of the Services. XBR will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the request of any third party.

2.7. Posting and Communication Restrictions. Postings on the Content Services currently known as BadgerCoach Advice (“Advice”) will follow the Community Guidelines detailed below [2.7.1 - 2.7.17], in addition to the terms of this Agreement. In addition to the foregoing, you will not post on the Services, transmit to other users, communicate any content (or links thereto), or otherwise engage in any activity on the Site or through the Services, that:

2.7.1. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

2.7.2. is intended to or tends to harass, annoy, threaten or intimidate any other users of the Site or Services;

2.7.3. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, obscene or otherwise objectionable;

2.7.4. contains others’ copyrighted content (e.g., music, movies, videos, photographs, images, software, etc.) without obtaining permission first;

2.7.5. contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

2.7.6. promotes or enables illegal or unlawful activities, such as violate someone’s privacy, harm or harass another person, obtain others’ identity information, create or disseminate computer viruses, or circumvent copy-protect devices;

2.7.7. intended to defraud, swindle or deceive other users of the Services;

2.7.8. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;

2.7.9. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;

2.7.10. disseminates another person’s personal information without his or her permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;

2.7.11. is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Site;

2.7.12. impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;

2.7.13. solicits gambling or engages in any gambling or similar activity;

2.7.14. uses scripts, bots or other automated technology to access the Site or Services;

2.7.15. uses the Site or Services for chain letter, junk mail or spam e-mails;

2.7.16. collects or solicits personal information about anyone under 18; or

2.7.17. is in any way used for or in connection with spamming, spimming, phishing, trolling, or similar activities.

2.8. No False Information. You will not provide inaccurate, misleading or false information to XBR or to any other user. If information provided to XBR or another user subsequently becomes inaccurate, misleading or false, you will promptly notify XBR of such change.

2.9. No Advertising or Commercial Solicitation. You will not advertise or solicit any user to buy or sell any products or services through the Site or Services. You may not transmit any chain letters, junk or spam e-mail to other users. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, “spam” or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to XBR, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay XBR RM100 for each such unsolicited communication you send through the Services.

2.10. No Harassment of XBR Employees or Agents. You will not harass, annoy, intimidate or threaten any XBR employees or agents engaged in providing any portion of the Services to you.

3. Proprietary Rights

3.1. Ownership of Proprietary Information. You hereby acknowledge and agree that XBR is the owner of highly valuable proprietary information, including without limitation, the copyrighted fitness measurement and coaching tool Infinity System, articles within the members-only pages of the Site ("Articles"), step-by-step exercise instructions, and questionnaires (collectively, “Confidential Information”). XBR owns and hereby retains all proprietary rights in the Services and the Site, including but not limited to, all Confidential Information.

3.2. No Use of Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights.

3.3. Other Users’ Information. Other Registered Users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any XBR or third party proprietary information available via the Services or the Site.

3.4. License to Posted Content. By posting information or content to any profile pages or public area of the Services such as Advice, you automatically grant, and you represent and warrant that you have the right to grant, to XBR and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. From time to time, we may create, test or implement new features or programs on the Site (e.g., rating of user photos or profiles by other users) in which you may voluntarily choose to participate, in accordance with the additional terms and conditions of such features or programs. By your voluntary participation in such features or programs, you grant us the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.

4. User Information

4.1. Privacy Statement. For information about the collection and possible use of information and material provided by you, please click on XBR's Privacy Statement located on the Site. By using the Site or the Services, you are consenting to the terms of XBR’s Privacy Statement.

4.2. Disclosure By Law. You acknowledge and agree that XBR may disclose information you provide if required to do so by law, at the request of a third party, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend XBR’s, or a third party’s rights or property; or (3) protect someone’s health or safety.

4.3. Use of Anonymous Information for Research. By using the Services, you agree to allow XBR to anonymously use the information from you and your experiences through the Services to continue XBR’s research into successful exercise programming and to improve the Services. This research, conducted by fitness professionals and healthcare research scientists, may be published in academic journals. However, all of your responses will be anonymous, and we will not publish research containing your personal identifying information.

5. Links to Third-Party Web Sites / Dealings with Advertisers and Sponsors

The Services may contain links to web sites of third-parties, including without limitation, advertisers, which are not under the control of XBR, and XBR is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such web sites. XBR provides these links to you only as a convenience, and the inclusion of any link does not imply that XBR endorses or accepts any responsibility for the content on such third-party web site. Your correspondence or business dealings with, or participation in promotions of, advertisers or sweepstakes sponsors found on or through the Services (including payment and delivery of related goods or services, any personal information or opt-in contact information voluntarily given to advertisers and sweepstake sponsors, and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such advertiser or sweepstakes sponsor. You agree that XBR will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including the sharing of the information you supply to XBR with advertisers or sweepstakes sponsors, or as the result of the presence of such advertisers on the Services. Please visit our Privacy Statement to learn more about how we use your information.

6. Disclaimer of Warranty

6.1. No Warranties. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. XBR PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. XBR DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. XBR DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.

6.2. Third Party Content. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by XBR, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. XBR DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN XBR. UNDER NO CIRCUMSTANCES WILL PEAK BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.

6.3. Beta Features. From time to time, XBR may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at XBR’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.

7. Limitation of Liability and Indemnification

IN NO EVENT WILL XBR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF XBR KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CONSIDERATION OF THIS AGREEMENT, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS XBR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD PARTIES, FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATING TO OR ARISING OUT OF (1) YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, INCLUDING CLAIMS OR DAMAGES RESULTING FROM DEATH, PERSONAL INJURY, PARTIAL OR PERMANENT DISABILITY OR PROPERTY DAMAGE, MEDICAL OR ECONOMIC LOSSES; (2) ANY USER POSTINGS MADE BY YOU; (3) YOUR VIOLATION OF ANY TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY; OR (4) YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS. XBR RESERVES THE RIGHT, AT ITS OWN COST, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH XBR IN ASSERTING ANY AVAILABLE DEFENSES. THIS AGREEMENT SHALL BE BINDING UPON YOUR HEIRS, ASSIGNEES, SUCCESSORS AND PERSONAL REPRESENTATIVES. YOU HEREBY FURTHER STATE THAT YOU CURRENTLY SUFFER FROM NO PHYSICAL OR MENTAL CONDITION THAT WOULD IMPAIR YOUR ABILITY TO FULLY PARTICIPATE IN THIS AGREEMENT.

8. Complaints

To resolve a complaint regarding the Service, you should review our Frequently Asked Questions (FAQ) by clicking on the Help link located at the bottom of any page of the XBR website, or e-mail us at flexwithmeaning(at)gmail(dot)com.

9. Communication and Privacy

We may use your email address to send you messages notifying you of important changes to the Services or special offers. Further, we may contact you by telephone if you voluntarily provide us with your telephone number, in order to communicate with you regarding the Services. If you do not want to receive such email messages or telephone calls (including at any wireless number you may have voluntarily provided us), please refer to our Privacy Statement to review your options.

10. Term and Termination

This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or XBR may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. XBR reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. In the event your access to any of the Services is suspended due to the breach of this Agreement, you agree that all fees then paid to XBR by you will be nonrefundable and all outstanding or pending payments will immediately be due. You may terminate your account by following the steps in the applicable section under “Cancellations” below.

Following any termination of any Registered User’s use of the Services, XBR reserves the right to send a notice thereof to other Registered Users which whom you have corresponded.

11. Cancellations

11.1. Cancellation At Any Time With No Refund. You may cancel your registration or membership to BadgerCoach at any time during the term of such registration or membership or any renewal period by accessing the “My Profile” option on your membership home page, selecting “Subscriptions", de-selecting "Auto-Renew", and providing the information requested. In such case, your membership will terminate at the end of the membership term for which you have paid, and you will not receive any refund for any unused days of such membership term.

11.2. Three-Day Cancellation. Regarding BadgerCoach Service, you, the buyer, may cancel the Agreement, without any penalty or obligation, at any time prior to midnight of the third business day following the date of this Agreement, excluding Sundays and holidays. To cancel this Agreement, email a notice which states that you, the buyer, are cancelling this Agreement, or words of similar effect to flexwithmeaning(at)gmail(dot)com. 

For BadgerCoach, the day that you submit a completed membership form will be the date of this Agreement. Any refunds under this 3-day cancellation policy will be made within 10 days after XBR’s receipt of your cancellation notice.

11.3. Cancellation As a Result of Death or Disability. If by reason of death or disability you are unable to receive all BadgerCoach Services for which you contracted, you or your estate may elect to be relieved of the obligation to make payments for services other than those received before death or the onset of disability, except as provided in subsection (11.3.3).

11.3.1. If you have prepaid any amount for the BadgerCoach Service, so much of the amount prepaid that is allocable to services that you have not received will be promptly refunded to you or your representative.

11.3.2. “Disability” means a condition which precludes you from physically using the BadgerCoach Service during the term of disability and the condition is verified in writing by a physician designated and remunerated by you. Written verification from the physician must be presented to XBR.

11.3.3. If the physician determines that the duration of the disability will be less than six (6) months, XBR may extend the term of the BadgerCoach Service contract for a period of six (6) months at no additional charge to you in lieu of cancellation.

12. Renewals

In order to provide continuous service, XBR automatically renews all paid memberships for Services 24 hours before such memberships expire. Such renewals are generally for the same duration as the original membership term. For example, a 1-month membership will renew on a monthly basis, a 12-month membership will renew on a 12-month basis, and so on. In addition, XBR sometimes offers special promotions that have renewal periods of different duration than the original membership term. XBR always communicates renewal periods to you upon confirmation of your membership and in the body of any special promotions that have renewal periods of different duration than the original membership term. By entering into this Agreement, you acknowledge that your account will be subject to the above-described automatic renewals. In all cases, if you do not wish your account to renew automatically, please follow the directions set out under "Cancellation At Any Time With No Refund" above.

13. General Provisions

13.1. Controlling Law and Jurisdiction. You agree that Malaysian law (without giving effect to its conflicts of law principles) will govern this Agreement, the Site and the Services and that any dispute arising out of or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the federal and state courts of Malaysia. You acknowledge and agree that any violation of this Agreement may cause XBR irreparable harm, and therefore agree that XBR will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that XBR may have for a breach of this Agreement.

13.2. Miscellaneous. This Agreement, which you accept upon registration for the Services, the Privacy Statement, and any applicable payment, renewal, Additional Services terms, comprise the entire agreement between you and XBR regarding the use of this Service, superseding any prior agreements between you and XBR related to your use of this Site or Services (including, but not limited to, any prior versions of this Agreement). Unless otherwise explicitly stated, the Agreement will survive termination of your registration to the Service. The failure of XBR to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

14. Revision Date

This Agreement was last revised on March 16, 2014.

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