ATTENTION: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE VIZUAL EDGE PERFORMANCE TRAINER SOFTWARE AND
ASSOCIATED ELECTRONIC DOCUMENTATION AND UPDATES THERETO AND NEW RELEASES THEREOF ("SOFTWARE PRODUCT").
VIZUAL EDGE, LLC (“VIZUAL EDGE”). BY CLICKING ON THE 'I ACCEPT' BUTTON BELOW, AND BY DOWNLOADING, INSTALLING,
ACCESSING OR USING THE SOFTWARE PRODUCT, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENSE AGREEMENT, THEN CLICK THE 'I DECLINE' BUTTON BELOW AND
DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THIS COPY OF THE SOFTWARE PRODUCT. IF YOU ARE AN EMPLOYEE USING THE SOFTWARE PRODUCT IN
THE COURSE OF YOUR EMPLOYMENT, THEN YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF
YOUR EMPLOYER (AND THROUGHOUT THIS AGREEMENT “CUSTOMER” SHALL REFER TO BOTH YOU AS AN INDIVIDUAL AND YOUR EMPLOYER, AS APPLICABLE).
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VIZUAL EDGE.
This Agreement shall be governed only by the laws of the State of Illinois. You agree that any action or proceeding arising out of or
related to this Agreement shall be brought only in the Circuit Court of Cook County, Illinois or the United States District Court,
Northern District of Illinois, Eastern Division, and you hereby consent to such venue and to the jurisdiction of such courts over
such proceeding and themselves.
Grant of License. The SOFTWARE PRODUCT is licensed, not sold. Upon payment of all agreed upon fees, this agreement grants you the
personal, limited, nonexclusive, non-transferable, non-sublicenseable, revocable right to use the SOFTWARE PRODUCT. Vizual Edge reserves
all rights not expressly granted to you.
Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT. You may not modify, adapt, translate,
or create derivative works based on the SOFTWARE PRODUCT or the accompanying printed materials. You may not directly or indirectly: (1)
redistribute, sell, rent, loan, resell or otherwise transfer the SOFTWARE PRODUCT or any rights in or to the SOFTWARE PRODUCT to any
other person or entity; (2) use the SOFTWARE PRODUCT in any manner not explicitly provided for in this Agreement or for the benefit of
any third parties, including by making the SOFTWARE PRODUCT available on an software-as-a-service, application service provider, outsourcing
or service bureau basis, or on any peer-to-peer or file-sharing service or network, or to perform services for third parties where the
SOFTWARE PRODUCT enables, facilitates or comprises part of such service(s), and you agree to indemnify, defend and hold harmless
VIZUAL EDGE, its officers, directors, members, employees, affiliates, shareholders, agents, successors, representatives, and
assigns (collectively, the Indemnitees") against any losses, liabilities, claims, settlements, costs or expenses, including
reasonable attorneys’ fees and enforcement costs (collectively, "Costs"), arising out of or relating to any such use or access;
or (3) disable or circumvent any access control or related device, process or procedure established with respect to the SOFTWARE PRODUCT.
You shall not attempt to access any of systems or programs that are not made available for your use pursuant to the [ordering and activation terms].
Attempts to compromise security measures, or misuse of the Service, are a violation of our copyright, trademark and trade secrets and applicable
laws and treaties.
Support Services. Provided that you have paid all applicable fees, Vizual Edge may provide you with support services related to the
SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the policies and programs described in the user manual,
in "online" documentation, and/or in other Vizual Edge-provided materials. With respect to technical information you provide to Vizual Edge
as part of the Support Services, Vizual Edge may use such information for its business purposes, including for product support and development,
however, Vizual Edge will not utilize such technical information in a form that personally identifies you.
Protection, Security and Privacy. You agree to use your best efforts and to take all reasonable steps to safeguard the SOFTWARE PRODUCT
to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole
or in part, in any form, shall be made. You acknowledge that the SOFTWARE PRODUCT contains valuable confidential information and trade secrets
and that unauthorized use, disclosure and/or copying are harmful to Vizual Edge. You are the only person authorized to use your user
identification and password, and shall not permit or allow other persons to have access to or use the same. You are responsible for the
use of the SOFTWARE PRODUCT under your user identification number, and for maintaining the confidentiality of your user identification and
password. Although it has taken significant measures to ensure the security of information submitted by you in using the SOFTWARE PRODUCT as
use of the SOFTWARE PRODUCT and shall not be liable in any way for any compromise of your data.
Software Transfer. This SOFTWARE PRODUCT is licensed only to you and none of the rights granted hereunder may be assigned, sold, or
otherwise transferred by you without the prior written consent of Vizual Edge. Vizual Edge may assign, sell or otherwise transfer its
rights or obligations to any subsidiary or affiliate under its control, or as part of the sale of that part of its business which includes
the SOFTWARE PRODUCT or any substantial portion of its data processing facilities, or pursuant to a merger, consolidation or other reorganization
without Licensee's prior approval. Any attempt to assign or transfer any of the rights, duties or obligations under this Agreement in
contravention of this Paragraph is void. Any authorized transferee shall be bound by the terms and conditions of this Agreement.
If you transfer the SOFTWARE PRODUCT or any copy in violation of this section, your license is automatically terminated.
Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time without refund by canceling
your account. This Agreement will terminate automatically with or without notice from Vizual Edge if you fail to comply with any provision
of this Agreement. This Agreement will terminate immediately if you become insolvent, make a general assignment for the benefit of creditors,
file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, or become subject to any
proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or have wound up or liquidated, voluntarily or otherwise.
Upon termination, you must immediately cease using the SOFTWARE PRODUCT) and any outstanding payments will become due. Any termination of this
Agreement shall not affect Vizual Edge’s rights to any payments due to it.
Copyright. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations,
video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT and the file structure, coordination, selection and/or
arrangement of such content), the accompanying printed materials, and any and all copies of or derivative works based on the SOFTWARE PRODUCT,
and all copyrights, trademarks, patents, trade secrets and other intellectual property rights related thereto, are owned by Vizual Edge or its
licensors. Nothing contained herein shall create, nor shall be construed as, an assignment to you of any right, title or interest in or to the
SOFTWARE PRODUCT and Vizual Edge reserves all right, title, and interest not expressly granted under this license to the fullest extent possible
under applicable laws. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the
SOFTWARE PRODUCT like any other copyrighted material. Unauthorized copying, downloading or storing of the SOFTWARE PRODUCT, including any
modification or merger with other software, or of the accompanying printed materials is expressly forbidden. You may be held legally responsible
for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.
Miscellaneous. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such
illegality or unenforceability, this Agreement shall remain in full force and effect and such tem or provision shall be deemed to be deleted.
No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the
party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or
implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Nothing contained in this
Agreement shall be construed to imply a joint venture, partnership, or principal-agent relationship between the parties; and, neither party by
virtue of this Agreement shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking
binding the other party.
Indemnity. You agree to defend, indemnify, and hold harmless the Indemnitees against all Costs that the Indemnitees may incur from
arising out of or relating to any claim or demand made by any third party due to or arising out of your use of the SOFTWARE PRODUCT or the
violation of this Agreement by you.
DISCLAIMER OF WARRANTY; LIMITATION OF REMEDY; LIMITATION OF LIABILITY.
THE SOFTWARE PRODUCT AND ACCOMPANYING PRINTED MATERIALS (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE,
TITLE, DATA LOSS, OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
VIZUAL EDGE AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE PRODUCT IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS. FURTHER,
VIZUAL EDGE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT OR
PRINTED MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE, OR THAT THE PERFORMANCE OF OR ACCESS TO THE
SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE SELECTION OF THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED
RESULTS, THE RESULTS AND PERFORMANCE OF THE SOFTWARE PRODUCT IS ASSUMED BY YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE
OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
VIZUAL EDGE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY OR THIS AGREEMENT SHALL BE RETURN OF THE LICENSE FEES PAID FOR THE SOFTWARE PRODUCT
DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.
VIZUAL EDGE IS NOT A MEDICAL SERVICE AND IS NOT TO BE USED FOR THE PURPOSE OF SEEKING, AND VIZUAL EDGE IS NOT PROVIDING, MEDICAL TREATMENT OR
ADVICE. FOR AUTHORITATIVE MEDICAL INFORMATION, PLEASE CONSULT YOUR PHYSICIAN. THE SOFTWARE PRODUCT IS DESIGNED FOR RECREATIONAL PURPOSES. NO
MEDICAL CLAIMS ARE MADE FOR THE SOFTWARE PRODUCT, EXPRESS OR IMPLIED. THE SOFTWARE PRODUCT IS NOT A MEDICAL DEVICE AND SHOULD NOT BE USED FOR
THE TREATMENT OF ANY MEDICAL CONDITION. PLEASE CONSULT YOUR PHYSICIAN FOR ANY USE OTHER THAN RECREATIONAL, INSOFAR AS THE EXERCISES ARE NOT
INTENDED AS A REPLACEMENT FOR MEDICAL OR PSYCHOLOGICAL TREATMENT. IF YOU, OR ANYONE ELSE WHO WILL USE THESE EXERCISES, ARE SUBJECT TO ANY FORM
OF SEIZURES, EPILEPSY OR VISUAL PHOTOSENSITIVITY, ARE USING A PACEMAKER, SUFFERING CARDIAC ARRHYTHMIA OR OTHER HEART DISORDERS, CURRENTLY
TAKING STIMULANTS, TRANQUILIZERS OR PSYCHOTROPIC MEDICATIONS, SPECIFICALLY INCLUDING ILLICIT DRUGS, PLEASE CONSULT YOUR PHYSICIAN BEFORE USING
OUR EXERCISES. IN ADDITION, EVEN IF YOU HAVE NEVER HAD A SEIZURE, THERE IS A SMALL CHANCE THAT YOU MAY HAVE A CONDITION CALLED PHOTOSENSITIVE
EPILEPSY, AND EXPOSURE TO FLASHING LIGHTS MAY CAUSE A SEIZURE. IF YOU ARE NOT WILLING TO ACCEPT THIS RISK, PLEASE DO NOT USE THIS SITE.
IF YOU EXPERIENCE LIGHTHEADEDNESS, ALTERED VISION, EYE OR FACE TWITCHING, JERKING OR SHAKING OF ARMS OR LEGS, DISORIENTATION, CONFUSION,
OR MOMENTARY LOSS OF AWARENESS WHILE USING THIS OR ANY OTHER WEBSITE, STOP WHATEVER YOU ARE DOING AND CONSULT YOUR PHYSICIAN IMMEDIATELY.
VIZUAL EDGE SHALL BE NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT ITS
PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS,
WAR OR OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INTERNET, ELECTRICAL OR COMMUNICATION
SYSTEM FAILURES, OR GOVERNMENTAL ACTION.
THE ABOVE LIMITATIONS APPLY EVEN IF VIZUAL EDGE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER VIZUAL EDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SHAREHOLDERS, AGENTS, SUCCESSORS, REPRESENTATIVES, AND ASSIGNS NOR ANYONE
ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OR THEFT OF BUSINESS INFORMATION OR DATA,
AND THE LIKE, FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, VIRUSES, SPYWARE, OR USE OF SOFTWARE
OR HARDWARE THAT DOES NOT MEET VIZUAL EDGE’S SYSTEMS REQUIREMENTS) ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH PRODUCT EVEN IF VIZUAL EDGE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement, other than any claim for
equitable or injunctive relief, shall be submitted to JAMS, or its successor, for mediation in Lake County, Illinois. Either party may commence
mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief
requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling
the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally
in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties,
their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for
any purpose, including impeachment, in any other proceeding involving the parties, provided that evidence that is otherwise admissible or
discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. YOU AND VIZUAL EDGE AGREE THAT
EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
OR REPRESENTATIVE PROCEEDING.
YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VIZUAL EDGE WHICH SUPERSEDES ANY PROPOSAL,
REPRESENTATION OR ORAL OR WRITTEN COMMUNICATIONS REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY VIZUAL EDGE, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY,
AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
Vizual Edge may change this Agreement from time to time, and the changes will be effective when posted on Vizual Edge’s website for the
SOFTWARE PRODUCT or when we notify you by other means. Please review the Agreement periodically on this website for changes. We may also
change or discontinue features or aspects of the SOFTWARE PRODUCT, in whole or in part, including but not limited to, the Internet based
services, pricing, content, functionality, technical support options, and other product-related policies. Your continued use of the Services
after Vizual Edge posts or otherwise notifies you of any changes, indicates your agreement to the changes.
U.S. Government Restricted Rights. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure
by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Vizual Edge, LLC, 105 Townline Road, Suite 2020, Vernon Hills, IL 60061.