Komba Services Terms and Conditions

Komba, LLC (together with its related entities and subsidiaries, “Komba”, “we”, “our” or “us”) is a martial arts gym that provides training to clients of all abilities and experience levels and gives its clients access to content and services through various digital methods, including mobile applications, websites, interfaces and other connected devices and social media controlled by us (collectively, “Services”).

PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT CONTAINS AN ASSUMPTION OF RISK, WAIVER OF LIABILITY, AND A BINDING ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER. YOU AND KOMBA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING. (See Section 9.)

This Agreement (these “Terms” or this “Agreement”) is a legally binding contract between you and Komba regarding your use of the Services and this Agreement establishes the terms pursuant to which you or any Minor Member(s) may purchase, edit, maintain, and terminate a Komba Membership, or other services or products, as Komba or its affiliates may permit, including without limitation payment, membership changes, membership termination, electronic and telephonic communication, and binding arbitration provisions.

• 1. How this Agreement Works
• 2. Assumption of Risk, Waiver of Liability, and Indemnification Obligations
• 3. Disclaimer of Warranties and Limitation of Liability
• 4. Komba Memberships
• 5. Use of Services
• 6. User Content
• 7. User Conduct
• 8. Health and Safety
• 9. Arbitration Agreement with Class Action Waiver
• 10. Additional Terms

Terms and Conditions. By (a) accepting these terms, (b) visiting, accessing, downloading, installing or using any part of the Services, including through any of our websites or mobile applications, (c) registering for an account or membership with Komba (an “Account”), (d) acquiring rights to use the Services via any means provided by the Komba or (e) clicking “continue,” “login,” “accept” or other similar button or checkbox when using the Services, you expressly accept, agree, and consent to the terms and conditions of this Agreement and your Komba Membership begins. Your purchase and use of the Services, and Komba’s provision of any part of the Services to you, constitutes an agreement between Komba, LLC and you to be bound by and to comply with these Terms. If you do not agree to these Terms or you are not eligible, you must not access or use any portion of the Services and you do not have our permission to use the Services. Your sole remedy is to discontinue your use of the Services.

Additional Terms. To the extent Komba provides you notice of different or additional terms or practices, those additional terms will govern your use of the Services.

Privacy. By visiting, accessing, or using any portion of the Services, you accept the practices described in Komba’s Privacy Policy. Please read this Privacy Policy carefully as it details how we collect, use, store and disclose your personal information.

Eligibility. You understand and agree that you and your Minor Members, if any, must meet all eligibility, documentary and other requirements of Komba concerning Members and Membership types, including without limitation requirements related to age or other qualification that controls whether a person may be a Member.

You may only register to use the Services if you are at least eighteen (18) years of age. If you are under eighteen (18) years of age, your parent or legal guardian must add you to his or her Komba Membership and thereby agree to this Agreement on your behalf and you may only use the Services under their direct supervision. By agreeing to these Terms, you represent and warrant to Komba that at all times: (a) you are at least eighteen (18) years of age; (b) you are a resident of the United States or Canada; (c) you have not previously been suspended or removed from the Services; (d) you have full power and authority to enter into these Terms and in doing so you will not violate any other agreement to which you are a party; and (e) your registration and your access and use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that he or she has authority to bind you to these Terms and you agree to be bound by these Terms. Komba may in its sole discretion refuse a Komba Membership or to offer the Services to any person or entity and change the eligibility criteria at any time.

If you are the parent or legal guardian of a Minor Member, you acknowledge and represent to Komba that you have the right and authority to make decisions concerning the care, custody and control of each Minor Member, including but not limited to the right and authority to agree to these Terms on the Minor Member’s behalf. By agreeing to these Terms, you are binding yourself and each Minor Member to its terms, including but not limited to the ASSUMPTION OF RISK AND WAIVER OF LIABILITY, INDEMNIFICATION, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, ARBITRATION AGREEMENT WITH CLASS ACTION WAIVER and HEALTH AND SAFETY provisions.

Updates. Komba may update or modify this Agreement or any other applicable contract or policy at any time without notice. Such modification will become effective immediately upon either posting of the modified agreement or Komba’s notification to users. By continuing to access or use the Services after we have posted or otherwise notified you of updated Terms, you are agreeing to accept and be bound by the updated Terms and all of the terms incorporated therein by reference.

Modification and Termination. Komba operates in its sole and complete discretion all matters related to the Services and its members and memberships, including but not limited to membership levels and types, prices, dues, fees, promotions, equipment, services, products, programs, mobile applications, activities, classes, sessions, seminars, workshops, assessments, events, amenities or benefits, all of which are subject to change at any time without notice for any reason, including changes to features, content, functionality, or software. Komba may suspend all or any portion of the Services, including for periodic maintenance, equipment malfunctions or causes beyond Komba’s control. The availability of content and services, as well as access points and compatible devices through which the Services are available, will change from time to time without notice. Komba may also terminate or suspend the Services or your Komba Membership in part or in their entirety. You understand that Komba’s right to make these changes may affect your access to, use of, or participation in its Services or products. Komba is not liable for any such modification, suspension, or termination of the Services or your Komba Membership and you will not be entitled to a refund of any amounts th

Komba offers its clients an opportunity to learn and improve their skills in several types of martial arts activities, including Jiu Jitsu, kickboxing, mixed martial arts (MMA), and other types of fitness exercises. Each Member acknowledges and agrees that KOMBA services can range from moderate to very strenuous and include sparring, physical contact, and striking blows; consequently, these like all physical activities, involve some inherent risk of injury. An inherent risk is a danger or condition that is an integral part of the activity; one that cannot be eliminated without changing the nature of the activity.

Nature and Inherent Risks. Martial arts training may include sparring, submission holds, chokes, and strikes. Specifically, Brazilian Jiu-Jitsu is a martial art based on grappling and ground fighting, focusing on the skills of controlling one’s opponent through techniques that force the opponent to submit. There are several categories of inherent risk in martial arts training: some examples follow. Contact-related inherent risks include, but are not limited to, striking blows by punches or kicks, wrestling maneuvers, falls, accidental blows, choke holds, and joint locks (forcing a joint to bend the “wrong” way). Joint and muscular risks present in activities such as push-ups, jumping jacks, training with kettlebells, and other fitness exercises include, but are not limited to, muscle strains, and tears as well as tendon and ligament damage. Collision-related inherent risks include, but are not limited to, colliding with an opponent, collisions with other pairs of participants on the mat, and collision with a wall, floor, or stationary object. Equipment failure/misuse risks include, but are not limited to, bag attachment failure, glove flaw, and ineffective headgear. Infectious disease risks include two types of infectious disease – 1) those spread primarily from contact with skin. Examples include, but are not limited to, bacterial infections; and 2) contagious diseases spread by being near an infected person, droplets in the air, contact with surfaces, and/or other means. Risk of judgment errors of Komba personnel include, but are not limited to, momentary distraction or inattention while supervising, failure to quickly recognize a developing dangerous condition, failure to spot a participant behaving dangerously, judgment error in evaluating participant ability or capability, judgment error in matching participants or in judging readiness to progress, and error in judging that instruction was adequate and/or clear to participants. Participant/Co-Participant related risks include, but are not limited to, erratic or reckless acts, failure to follow directions, anger and retaliatory acts, violation of safety rules, and spontaneous acts that endanger others.

In addition to the Inherent Risks, other dangers, hazards, and risks of injury or damage in the use of the Services (“Risks”) may include but are not limited to (1) failure, malfunction, delay or other performance issue with respect to the Services, including without limitation any causes beyond Komba’s reasonable control, such as a pandemic or epidemic, a governmental authority action, and act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, uprising, earthquake, flood or other such natural or human condition; (2) loss, theft, breach, misuse or unauthorized use of property or information, including without limitation User Content; and (3) other accidents or incidents that may result in Injury or damage.

Injuries. Such injuries or damages may include but are not limited to major or minor personal, physical, bodily, emotional, mental, economic, property, data, privacy, information or other types of injuries or damages (“Injuries”), including but not limited to (1) death; (2) paralysis, brain damage, heart attacks, strokes, disfigurement, heat stress and/or heat stroke, dehydration, concussions, hearing loss, torn or damaged muscles or ligaments, broken bones, allergic reactions, burns, sprains, bruises and scrapes; (3) aggravation of pre-existing injuries or medical conditions; (4) pain and suffering; (5) loss of consortium, love, affection, comfort, companionship, or care; (6) emotional distress, embarrassment, humiliation, or shock; (7) lost wages or lost earning capacity; (8) lost, stolen, misused, breached, or damaged property, data, privacy or information; and (9) any other disability, impairment, incapacity, injury or damage.

You understand and acknowledge on behalf of yourself and your Minor Members that the Services contain inherent risks. You understand the demands of the Services relative to your and your Minor Member(s)’s physical condition and skill level (or that of your child), and you appreciate the types of Injuries that may occur as a result of Services and their potential impact on your well-being and lifestyle (or that of your child). You hereby assert your (or your child’s) participation in Services is voluntary and that you knowingly assume all inherent and other risks on behalf of yourself and any Minot Members. YOU UNDERSTAND THAT THE RISKS OF INJURIES OR DAMAGES MAY BE CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF KOMBA, YOU, MINOR MEMBER(S), OTHER MEMBER(S), AND/OR OTHER PERSONS. YOU FULLY UNDERSTAND AND EXPRESSLY ASSUME AND ACCEPT ON BEHALF OF YOURSELF AND MINOR MEMBERS THESE DANGERS, HAZARDS, AND RISKS OF INJURIES OR DAMAGES AND CHOOSE TO VOLUNTARILY ACCESS AND USE THE SERVICES AT YOUR OWN RISK.

WAIVER OF LIABILITY. ON BEHALF OF YOURSELF AND YOUR SPOUSE/PARTNER, CHILDREN/MINOR MEMBERS, OTHER MEMBERS, PARENTS, GUARDIANS, HEIRS, NEXT OF KIN, PERSONAL REPRESENTATIVES, HEIRS AND ASSIGNS, YOU HEREBY VOLUNTARILY AND FOREVER RELEASE AND DISCHARGE KOMBA AND ITS AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, EQUITYHOLDERS, PARTNERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS AND LICENSORS (COLLECTIVELY, THE “KOMBA PARTIES”) COVENANT AND AGREE NOT TO SUE ANY KOMBA PARTIES FOR, AND WAIVE, ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DEBTS, DAMAGES, LOSSES, COSTS, FEES, EXPENSES, PENALTIES, AWARDS, JUDGMENTS OR ANY OTHER ALLEGED LIABILITIES OR OBLIGATIONS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) RELATED IN ANY WAY TO THE USE OR PROVISION OF OR ACCESS TO THE SERVICES CAUSED BY ANY NEGLIGENCE OF KOMBA, YOU, ANY MINOR MEMBER(S), ANY OTHER MEMBER(S), AND/OR ANY OTHER PERSON (COLLECTIVELY, “NEGLIGENCE CLAIMS”).

You understand that such NEGLIGENCE CLAIMS could include but are not limited to Komba’s (1) negligent design, repair, maintenance, operation, supervision, monitoring, or provision of the Services; (2) negligent failure to warn of or remove a hazardous, unsafe, dangerous or defective condition; (3) negligent failure to facilitate or provide emergency care; (4) negligent hiring, selection, training, instruction, certification, supervision or retention of employees, independent contractors or volunteers; (5) negligent collection, use, disclosure or storage of personal, sensitive or other information (including negligent failure to implement or maintain information or cyber security controls); or (6) other negligent act(s) or omission(s).

PARENT/GUARDIAN OF A MINOR PARTICIPANT

You, the parent or legal guardian of the Minor Member, hereby grant my Minor Member permission to participate in the Services. Further, I have read and fully understand Komba’s Assumption of Risk, Waiver of Liability, Indemnification, and Limitation of Damages Provisions, and agree to be bound by this Agreement on behalf of my Minor Member, and any party accompanying the Minor Member. I understand that I am giving up substantial rights, including: 1) the right of my child to recover damages for any loss suffered as a result of injury or death from participation in the Services; 2) my right as a parent/guardian to recover damages for any loss I might suffer as a result of injury or death of the Minor Member’s participation in the Services; and 3) my right to recover damages I might suffer as a result of my injury or death while on Komba’s premises.

IT IS FURTHER UNDERSTOOD AND AGREED THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED. SECTION 1542 READS AS FOLLOWS: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

INDEMNIFICATION. ON BEHALF OF YOURSELF AND YOUR SPOUSE/PARTNER, CHILDREN/MINOR MEMBER(S), OTHER MEMBER(S), PARENTS, GUARDIANS, HEIRS, NEXT OF KIN, PERSONAL REPRESENTATIVES, HEIRS AND ASSIGNS, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE KOMBA PARTIES FROM AND AGAINST ANY AND ALL CLAIMS (AS DEFINED ABOVE), WHETHER BY OR AGAINST ANY KOMBA PARTY OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO ANY OTHER MEMBER, ANY FAMILY MEMBER WHO IS NOT A KOMBA MEMBER, OR ANY OTHER PERSON OR ENTITY), CAUSED BY, ARISING FROM, RELATING TO OR RESULTING FROM, WHETHER DIRECTLY OR INDIRECTLY, (A) YOUR OR A MINOR MEMBER’S VIOLATION OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY, OR AGREEMENT REFERENCED IN THESE TERMS, OR ANY APPLICABLE LAW, RULE OR REGULATION, (B) ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNT BY YOU OR A MINOR MEMBER OR ANY THIRD PARTY ON YOUR BEHALF, OR ANY FAILURE TO SAFEGUARD YOUR OR THEIR ACCOUNT INFORMATION; (C) THE USER CONTENT YOU OR A MINOR MEMBER MAKE AVAILABLE VIA THE SERVICES BY ANY MEANS, INCLUDING WITHOUT LIMITATION THROUGH A POSTING, A LINK, REFERENCE TO USER CONTENT, OR OTHERWISE, (D) VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT, PUBLICITY, CONFIDENTIALITY, OTHER PROPERTY OR PRIVACY RIGHT OR ANY OTHER THIRD-PARTY RIGHT BY YOU OR A MINOR MEMBER; (E) ANY FEEDBACK YOU PROVIDE; AND (F) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY OTHER PARTY.

You agree to promptly notify Komba of any third-party claim, cooperate with Komba and its affiliates in defending such claim and pay all fees, costs and expenses associated with defending such claim (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that Komba or its designee shall have control of the defense or settlement of any third-party claims (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Komba or any of its affiliates.

You specifically agree that, if you (on your own behalf or on behalf of another, including an estate) assert any Claim(s) against any Komba Party and/or breach your agreement not to sue any Komba Party, you will pay all reasonable fees (including attorneys’ fees), costs and expenses incurred by the Komba Parties (“Komba’s Fees and Costs”) to defend the Claim(s) and all other Claims based on the same facts as the Claim(s).

Your agreement to defend the Komba Parties means that you will pay all of Komba’s Fees and Costs incurred to defend the Claim from the date the Claim is asserted. Your agreement to indemnify and hold the Komba Parties harmless means that you will pay any settlement, judgment, or other damages, fees or costs of any type incurred by any Komba Party to resolve the Claim.

DISCLAIMER OF WARRANTIES. YOU AND ANY MINOR MEMBER(S) ARE ACCESSING AND USING THE SERVICES ON AN “AS IS, WHERE IS, AND AS AVAILABLE” BASIS. NO KOMBA PARTY IS RESPONSIBLE FOR PROBLEMS ARISING FROM, OR INADEQUACIES IN THE CONTENT OF THE SERVICES OR ANY PARTICULAR FEATURES OR SERVICES OFFERED. NO KOMBA PARTY REPRESENTS OR WARRANTS THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, CONTENT, AND SERVICES ON THE SERVICES OR THE ERROR-FREE USE OF THE SERVICES. NO KOMBA PARTY IS RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OR SECURITY OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, APPLICATIONS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES. KOMBA IS PROVIDING THE SERVICES WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, AND FREEDOM FROM A COMPUTER VIRUS, ERRORS OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Without limiting the foregoing, no Komba Party makes any representations or warranties: (i) that the Services are or will be permitted in your jurisdiction; (ii) concerning any content included in the User Content; (iii) concerning any third party’s use of User Content that you submit; (iv) concerning any sites or resources outside of the Services, even if linked to from the Services; (v) that the Services will meet your needs; or (vi) that Komba will continue to support the Services or any particular feature of the Services.

LIMITATION OF LIABILITY. IN NO EVENT WILL ANY KOMBA PARTY BE LIABLE TO YOU, MINOR MEMBER OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA, DIMINUTION IN VALUE OF ASSETS, SECURITIES OR BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RESULTING FROM OR IN ANY WAY RELATED TO YOUR OR ANY MINOR MEMBER’S ACCESS TO OR USE OF THE SERVICES, YOUR OR ANY MINOR MEMBER’S INABILITY TO USE OR MALFUNCTIONS OF THE SERVICES (INCLUDING WITHOUT LIMITATION INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES OR OTHER MALWARE OR RANSOMWARE, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE), STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES.

IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE KOMBA PARTIES (TAKEN TOGETHER) TO YOU AND ANY MINOR MEMBER(S) FOR ALL CLAIMS (AS DEFINED ABOVE) ARISING OUT OF OR RELATING TO THE ORDER, RECEIPT, PROVISION OR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE ARISING UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY), IS LIMITED TO THE AMOUNT YOU HAVE PAID TO KOMBA FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, exclusion of damages or release is intended to and does allocate the risks between the parties under these Terms. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations will apply even if your remedies hereunder fail of their essential purpose, and the foregoing shall constitute the Komba Parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in warranty, contract, tort (including negligence), statute, or any other legal or equitable theory.

THE LIMITATIONS, EXCLUSIONS, INDEMNIFICATIONS AND DISCLAIMERS IN THESE TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. KOMBA DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT IT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW, AND YOU MAY HAVE GREATER RIGHTS UNDER SUCH APPLICABLE LAWS.

Memberships. Your benefits of a membership to the Services (“Komba Membership”) may be for yourself or yourself and Minor Members. The Komba Membership affords you general access to the Services. You can switch between the Open Matt Membership and All Access Membership at any time by providing the required notice described herein. Komba offers two types of Memberships:

Open Mat Access Membership. This membership gives you access to daily open mat sessions only up to once per week. Open Matt Access Membership does not include access to any other Services.

All Access Membership. This membership includes unlimited access to Services.

Members. The following categories of persons are or may become members under this Agreement (collectively, the “Members”).

Member. The initial Member as designated on your Account is the primary party responsible for compliance with this Agreement.

Minor Members. The Primary Member is the parent, legal guardian or an authorized adult of a minor child (“Minor Member”) and, as such, has the right and authority to make decisions concerning the care, custody and control, including the right to agree to this Agreement, with respect to and on behalf of each Minor Member.

Account For access to the Services, you must establish an Account with Komba. You will be required to provide us with some information about yourself and any Minor Member(s), such as your name, email address, or other contact information.

Passwords and Security. Establishing an Account for the Services may require you to create a username and a password. You agree to maintain the security, confidentiality, and integrity of your username, password, and any other security measures employed on the Services. You may not provide your password or Account credentials to any other person or use any other person’s username and password or name, location or profile. You are responsible for all access to and use of the Services, including all financial transactions, under your username and password, including access or use by any Minor Member, if applicable, whether or not authorized by you. You agree to immediately notify Komba of any breach of security, including unauthorized use of your username or password, and to immediately take all reasonable steps to prevent its further occurrence, including changing your password. You further understand and agree that Komba may take actions it deems reasonably necessary to prevent, respond to, pursue or remedy suspected or actual fraud and abuse, including without limitation, termination or suspension of your Account.

Accuracy of Personal Information. You represent and warrant that all information provided to Komba is current, accurate, complete and truthful, including all initial or updated registration or membership information, such as the legal name, street address, email address, telephone number, and financial transaction account information related to you or any Minor Member(s).

Dues and/or Fees. You agree to pay the monthly dues specified when you purchased or acquired rights to your Komba Membership (plus any applicable taxes and other charges). Komba’s dues, fees, costs and other charges (collectively, “Dues and/or Fees”) are subject to change at any time in Komba’s sole discretion. The amount you pay for base dues before tax (“Base Dues”) affords the Members access to the Services only. You understand that any inability by any Member(s) to access all or any portion of the Services, including due to Komba’s inability to provide access or decision to not provide access for any reason, or any change in any of the Services does not impact your obligation to pay Dues and/or Fees. In addition to other remedies, including termination, suspension or other restrictions on the Komba Membership, Komba may restrict access to the Services if any Member violates the terms of this Agreement or any other agreement(s) for additional products or services from Komba or any of its affiliates, including any failure to timely pay any amount due to Komba or any of its affiliates.

You agree, promise and are responsible to pay any and all financial obligations, including all Dues and/or Fees, owed to Komba with respect to the entire Komba Membership or any other services and products purchased by you or any Minor Member (collectively, “Financial Obligations”).

Komba maintains a listing of Dues and/or Fees online (the “Fee Schedule”). You affirm you have reviewed the Fee Schedule prior to agreeing to these Terms. Notwithstanding the foregoing, and except as otherwise set forth in this Agreement, you understand and agree that Komba reserves the right to update the Fee Schedule at any time without notice. You agree that you remain obligated to pay the applicable Dues and/or Fees, even if such Dues and/or Fees are increased after your agreement to these Terms.

Membership dues consist of all dues applicable to the Komba Membership, including without limitation Base Dues, or other applicable dues (“Membership Dues” or “Monthly Payments”). Membership Dues are due and payable from the Monthly Payment Method (as defined below) in advance on the first of each month that this Komba Membership remains in effect.

Komba charges certain fees for failure to satisfy Financial Obligations as set forth in this Agreement, including without limitation, a late fee if you fail to timely pay Financial Obligations and an invalid payment fee if you submit an invalid payment instrument, such as a dishonored check or a declined or returned charge or debit (whether for insufficient funds or any other reason) (collectively, the “Payment-Related Fees”). Komba may resubmit all returned items, including declined or returned credit or debit card Transactions, multiple times in an effort to collect outstanding amounts, including during and after termination of your Komba Membership. Further, if you fail to pay any amount to Komba when due, you are responsible for all costs of collection incurred by Komba, including attorneys’ fees.

Komba may assess service-related and other fees, including without limitation fees to make changes to your Komba Membership, or fees for any other separate services or products such as personal training, custom workouts, group fitness, or kids programs (collectively, the “Service-Related Fees”).

Payment Authorizations. You agree to pay all Financial Obligations with your Monthly Payment Method or such other payment method accepted or permitted by Komba. You authorize Komba or its agents to automatically and without notice charge or debit, as applicable, your Monthly Payment Method or such other payment method accepted or permitted by Komba to pay Financial Obligations. You understand and agree that certain of such Financial Obligations are recurring charges or debits that do not vary in amount and, as a result, no further notice is required for Komba or its agents to charge or debit such amounts to or from your Monthly Payment Method or such other payment method accepted or permitted by Komba. The payment and processing of Financial Obligations with your Monthly Payment Method or other payment method is referred to individually in this Agreement as a “Transaction” and collectively as “Transactions.”

You represent and warrant that you are an authorized account holder of any financial transaction account which you provide to Komba for payment of Membership Dues or other Transactions.

Monthly Payment Method. The credit or debit card or other financial account designated in the Account, as may be subsequently updated, is a valid financial account that may be charged or debited by Komba or its agents to pay amounts due to Komba (“Monthly Payment Method”) as follows:

• Recurring Charges. You authorize Komba or its agents on or about the first of each month (or on another date selected, as permitted by Komba) to automatically and without notice charge or debit, as applicable, your Monthly Payment Method to pay in advance recurring Financial Obligations, including, without limitation, Membership Dues, recurring Service-Related Fees, and any and all other recurring amounts, fees, costs or other charges due to Komba. You understand and agree that such Financial Obligations are recurring charges or debits that do not vary in amount and, as a result, no further notice is required for Komba or its agents to charge or debit such amounts to or from your Monthly Payment Method.
• Non-Recurring Charges. You further authorize Komba or its agents to automatically and without notice charge or debit, as applicable, your Monthly Payment Method to pay Financial Obligations that are non-recurring, including, without limitation, any joining fees, initial Membership Dues, Payment-Related Fees and non-recurring Service-Related Fees, and any and all other non-recurring amounts, fees, costs or other charges due to Komba.

Updating Payment Accounts. You must designate and maintain at all times your Komba Membership remains in effect a valid payment card or other financial account on file with Komba as your Monthly Payment Method. You may voluntarily change your designated Monthly Payment Method during the term of your Membership online. You agree to notify Komba in writing of any change in your account or card information, such as an expired or re-issued card, at least fifteen (15) days prior to the final business day of the month. You also authorize Komba to obtain updated account information, when available, directly from your financial institution or through other available means.

Dues and/or Fees are Non-Refundable. You understand that all Dues and/or Fees are non-refundable unless explicitly stated in this Agreement and that they are fully earned upon payment.

Dues and/or Fees May be Increased. You agree that Komba may change the amounts and terms of payment in Komba’s sole and absolute discretion, including without limitation increasing Dues and/or Fees at any time. With respect to Membership Dues, Komba will provide advance notice of increases in excess of 5% in a calendar year. You agree that notice is not necessary and hereby waive any advance notice of any increase of Membership Dues in an amount that is less than 5% in a calendar year, as any such increase would be in an amount reasonably anticipated by you and Komba. You agree that continued payment for, or use of, the Komba Membership by any Member constitutes agreement to any new or increased Dues and/or Fees.

Waiver of Notice. You also agree to waive written notice of an increase in any amounts charged for any additional products and services purchased from Komba or other Dues and/or Fees that Komba collects via the Transactions, including its resubmission of declined or returned Transactions during or after termination of the Komba Membership.

Dues and/or Fees May Be Processed Together. You understand that Komba reserves the right to process Dues and/or Fees together in a single Transaction if such Dues and/or Fees are due and payable.

Dues and/or Fees Are Not Dependent on Use. The obligation to pay Dues and/or Fees is not dependent upon usage or availability of, or access to, all or any portion of the Services, including whether access to the Services is denied or otherwise limited or restricted as described herein. In addition, non-access or non-use is not a basis for a refund of any prepaid Dues and/or Fees.

Dues and/or Fees Paid by a Third Party. Komba’s acceptance of payment of some or all Financial Obligations from a third party, including without limitation a parent, legal guardian, employer or insurer, does not relieve or discharge your responsibility for any Financial Obligation under this Agreement. To the extent a third party stops making such payments, you understand that you are responsible for the full amount of Financial Obligations, including any Payment-Related Fees arising from such third party’s failure to make timely payment. A third party’s failure to remit payment on your behalf shall not operate as a defense to or impair your obligations to timely pay all Financial Obligations applicable to your Membership.

Unpaid Dues and/or Fees. During any period of suspension or delinquency pending termination of your Komba Membership for nonpayment, you understand that your obligations under this Agreement and Komba Membership remain in effect such that you are responsible for payment of Financial Obligations, including, without limitation, Dues and/or Fees. You further understand that if you fail to pay any amount to Komba when due, you are responsible for all costs of collection incurred by Komba, including attorneys’ fees.
Promotions. Komba may in its sole discretion offer promotions or discounts related to Komba Memberships from time to time. These promotional offers, unless made to you or one of your Members, will not apply to your Komba Membership or these Terms. If we offer you a promotional offer, the specific terms of your promotion will be provided in the materials describing the particular promotion or at registration. Promotions involving free trials are limited to one (1) per household. If your promotional offer provides for a free trial without requiring a paid Komba Membership, your free access to the Services will automatically cease without any further notice or other obligation to you upon expiration of the applicable free trial period. IF YOUR PROMOTIONAL OFFER PROVIDES FOR A FREE TRIAL IN CONNECTION WITH A PAID KOMBA MEMBERSHIP, YOUR MEMBERSHIP DUES BILLING DATE WILL OCCUR UPON EXPIRATION OF THE APPLICABLE FREE TRIAL PERIOD AND WE (OR OUR AGENT) WILL BEGIN BILLING YOUR MONTHLY PAYMENT METHOD ON A RECURRING BASIS FOR YOUR KOMBA MEMBERSHIP IN ACCORDANCE WITH THESE TERMS. IF THE TERMS OF YOUR PROMOTIONAL OFFER EXPRESSLY PERMIT YOU TO CANCEL YOUR KOMBA MEMBERSHIP PRIOR TO THE END OF YOUR FREE TRIAL, YOU MUST TIMELY CANCEL YOUR KOMBA MEMBERSHIP PRIOR TO THE EXPIRATION OF THE APPLICABLE FREE TRIAL PERIOD OR YOU WILL BE CHARGED FOR THE KOMBA MEMBERSHIP UPON YOUR MEMBERSHIP DUES BILLING DATE. INSTRUCTIONS FOR CANCELING YOUR KOMBA MEMBERSHIP ARE DESCRIBED BELOW. PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR KOMBA MEMBERSHIP HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.

Credit Card Surcharge. Unless otherwise prohibited by law, you understand and acknowledge that Komba may impose and collect a surcharge each time a Member’s credit card is charged, whether in payment of Membership Dues, Service-Related Fees or any other Financial Obligations, whether recurring or non-recurring. The current surcharge is included on the Fee Schedule, as it may be updated and revised from time to time. Notwithstanding the foregoing, the surcharge amount shall not be greater than Komba’s actual cost of acceptance of the credit card or any applicable maximum amount, whichever is less. You further understand that debit cards do not incur any surcharge, and that you may change a payment method from a credit card to a debit card at any time online by accessing your Account.

Transaction History. You agree to monitor and review your Monthly Payment Method on your financial account statements and on Komba’s member website.

Term. Your Komba Membership begins and these Terms are effective when you first (a) accept these Terms, (b) visit, access, download, install or use any part of the Services, including any of our websites or mobile applications, (c) register for an Account, or (d) click “continue,” “login,” “accept” or other similar button or checkbox when using the Services. YOUR KOMBA MEMBERSHIP IS MONTH-TO-MONTH, SUCH THAT IT CONTINUES UNTIL TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.

Termination for Convenience. You may terminate your Komba Membership at any time for convenience. To do so, you must terminate your Membership by logging in to your Account and terminating the Membership prior to the commencement of the next billing cycle. Termination will be effective as of the next billing cycle and Komba will not provide any refunds for the billing cycle during which the membership was terminated.

Termination by Komba. Komba reserves the right, at its sole discretion, to suspend, terminate or delete these Terms or the Services or your access thereto (including your Account) at any time for any reason or no reason, with or without notice, as detailed under “How this Agreement Works—Modification and Termination” above. If Komba suspends, terminates or deletes your Account, you may not re-register for or use the Services under any other user name or profile. If you violate any of these Terms, your Komba Membership shall automatically terminate and you shall not be entitled to any refund.

Upon termination of these Terms, your Komba Membership or the Services: (a) your license rights set forth herein will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your Account or the Services; (c) we have the right to immediately delete all data, files, and other information or User Content (defined below) stored in or for your Komba Membership without further notice to you; (d) you must pay Komba any unpaid Financial Obligations that were due prior to termination; and (e) all payment obligations accrued will survive.

License. Subject to compliance by you and any Minor Member(s) with these Terms and for so long as Komba permits access to use the Services, Komba grants to each of you and any Minor Member(s) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for personal, non-commercial purposes to (a) download, install and use any mobile application associated with the Services on a mobile or other device that you or such Minor Member(s) own or control, and (b) access and use the Services including viewing the Content (defined below) on such device or on any website where the Services are made available by Komba. The Services are licensed, not sold, to you and any Minor Member(s), and your and their limited rights to access and use the Services are conditioned upon compliance by you and any Minor Member(s) with these Terms.

Restrictions on License. The Services, including the Content, are solely for your personal, non-commercial use. Subject to these and any other express restrictions with regard to specific material, you may download Content and information concerning the Services or your Komba Membership solely for your personal, non-commercial use, including information concerning membership type, status, enrollment date, contact information, transactions, packages and/or payment accounts. You are not permitted to resell, sublicense or otherwise use the Services for commercial purposes or for the benefit of any third party or in any manner not permitted by these Terms, and any attempt to do so is null and void. You also agree not to:

1. opy, reproduce, record, alter, modify, decompile, replicate, reverse engineer, store, distribute, transfer, sell, transmit, translate, publish, publicly display, broadcast, perform, license, interfere with or create derivative works from the Services or any Content, including any information, products, or services, without Komba’s prior express written consent;
2. use, display, mirror or frame the Services or any individual component of the Services, any name, trademark, logo or other proprietary information of Komba or any of its affiliates or licensors, or the layout and design of any page or form contained on a page, without Komba’s prior express written consent;
3. use Content on any third-party equipment unless expressly authorized by Komba;
4. access, use or exploit the Services (or any component of the Services) to build or develop a competitive or similar product or service; or
5. avoid, remove, bypass, deactivate, impair, interfere with or otherwise circumvent any feature or technological measure of the Services, including any security or access control mechanism designed to protect the Services and any Content protection mechanisms designed to prohibit the downloading or export of Content.

Ownership and Proprietary Rights. As between you and Komba, Komba or its affiliates or licensors holds and owns the Services and any and all collective work, compilations, copyright and other proprietary and intellectual property rights and title, including the pages, graphics, design, text, videos, sound recordings, musical compositions, visuals, audiovisuals, visual interfaces, interactive features, images, materials, works of authorship, data, computer code (including source code or object code), products, software, services, content, and all other elements displayed or made available on or through, or otherwise included in the Services (“Content”), some of which may be copyrighted or trademarked. All Content, including the selection, coordination, arrangement and enhancement of Content and the design, layout and “look and feel” of the Services, constitute valuable intellectual property of Komba or its affiliates or licensors. Without limiting the foregoing, “Komba” and other names on the Services associated with Komba are trademarks of Komba. No act of downloading or copying from, or otherwise using, the Services or any Content, even with Komba’s permission, will transfer any title, interest or right in or to the Services, including the Content, to you or any Minor Member(s). Komba’s licensors who own any of the Content are intended beneficiaries of these Terms and shall have the right to enforce these Terms against you and any Minor Member(s).

Electronic Communications. When you use the Services, you and any Minor Member(s) communicate electronically with Komba. You expressly consent to receiving informational, operational or other transactional communications, including any disclosure, notice, agreement, statement, term, condition, or any other information (collectively, “transactional communication”) from Komba and Komba’s agents, successors, affiliates and assigns by posts on the Services, to any email address or phone number, including cellular telephone numbers, provided by you or by any Minor Member(s). You further expressly consent to receiving promotional, advertising or other marketing communications, including communications regarding Komba and third-party products and services (collectively, “marketing communications”) from Komba and Komba’s agents, successors, affiliates and assigns to any email address provided by you. All agreements, notices, disclosures, authorizations, verifications, confirmations, or other electronic communications Komba provides according to this paragraph satisfy any legal requirement for written communication.

1. Marketing Communications. With respect to marketing communications, you may opt-out of such marketing communications by following the opt-out instructions contained within the applicable post or email. You understand that you may receive additional e-mails, calls and/or texts before Komba can process your opt-out.
2. Transactional Communications. Even if you opt-out of certain marketing communications, you understand and agree that you and any Minor Member(s) will still receive certain transactional communications on the Services and to any email address or phone number provided by you or a Minor Member, including but not limited to communications related to increases in Dues and/or Fees, contract or policy amendments or changes, restrictions or other transactional issues. You expressly consent to Komba providing transactional communications electronically or by phone, consistent with applicable law, including by automated dialing systems and/or prerecorded or artificial voice or text messages including each and every disclosure, notice, agreement, statement, term and condition, and any other information (collectively, the “Documents”) that Komba may provide to you or any Minor Member(s). Charges from your phone or network provider may apply, including message and data rates. Your consent to receive the Documents electronically and telephonically shall continue until you expressly withdraw the consent.
   • Push Notifications. When you install our application on your mobile device, you agree to receive push notifications, which are messages an application sends you on your mobile device when the application is not on. Discontinuing push notifications typically requires you to change your settings on your mobile device. Each type of device operates differently, so you should check the user manual of your mobile device if you are having trouble.
   • You may withdraw your consent by contacting Komba at support@komba.com. You understand that withdrawing your consent may result in additional fees for receiving the Documents in a non-electronic format, such as by U.S. mail to a physical address. Additionally, you may not receive certain Documents not legally required to be provided. You understand that Komba may still send you marketing communications after your Komba Membership is cancelled unless you withdraw your consent or opt-out.
3. Updating Contact Information. You agree to maintain a valid email address, physical address and phone number with Komba and to promptly notify Komba of any changes to your email address, physical address or phone number. You understand that Komba may rely on the validity of your contact information in providing this Komba Membership or any other products or services. If you have provided another type of electronic contact information, then you may change that contact information by emailing Komba. You may also change certain contact information by logging in to your Komba Account and then selecting the applicable update under “Personal Information.”
4. Technological Capability to Receive Documents. You agree and acknowledge that you have, and will continue to have, the hardware and software required to read and retain the Documents and any notices and other information that Komba may send to you in electronic form. That may include a computer or mobile device; an internet browser that is supported by your computer or mobile device; sufficient electronic storage capacity; software that can display electronic PDF files; and an e-mail account.

Your Content. You retain responsibility for your content. You may only post User Content (as defined below) that you created or have permission to use and that is accurate and in compliance with these Terms and applicable laws. Komba is not responsible for any User Content posted on the Services, nor does it control the content made available by users. Komba makes no representations or warranties concerning the User Content or any efforts to review or monitor User Content, including the extent to which it may be considered or construed as personal, private, inappropriate, inaccurate, offensive, profane, misleading or otherwise objectionable. While Komba does not pre-approve or pre-screen User Content, Komba may but is not obligated to monitor User Content and may disable, remove, or delete any User Content or Accounts and take any other action, including reporting you (along with User Content) to appropriate law enforcement or governmental officials or seeking other legal or equitable remedies. Komba disclaims any and all liability in connection with User Content and is not liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of, or reliance upon, any such User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Services.

License to User Content. By posting, including, without limitation, on discussion boards or forums, submitting, transmitting, emailing, messaging, uploading, sharing, participating in the Services or otherwise making available, publicly or privately (hereinafter “post” or “posting”) any names, messages, reviews, text, files, data, images, video, photos, likeness, sounds, results, performance or other materials or content on or through the Services (“User Content”), you, on your behalf and on behalf of any Minor Member(s), grant Komba and its affiliates a worldwide, irrevocable, perpetual, fully paid, transferable, non-exclusive worldwide right and license to use, host, reproduce, display, transmit, distribute (and the right to sublicense such User Content through unlimited levels of sublicensees), remove, retain, repurpose, adapt, perform, publicly display, commercialize, edit, modify and prepare derivative works of the User Content and your and any Minor Member’s name, likeness, voice and persona in any manner and in any media formats and through any media channels now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or any Minor Member, and to authorize others to do the same. Komba does not need any further approval for its uses of User Content. In addition, you on your behalf and on behalf of any Minor Member(s), waive any so-called “moral rights” or rights of privacy or publicity in User Content.

Feedback. You and any Minor Member(s) can submit input, ideas, modifications, improvements, suggestions or other feedback regarding the operation, usefulness, functionality, design or performance of, or otherwise relating to, the Services (“Feedback”). Feedback is nonconfidential and shall become the sole property of Komba. Komba shall own, and you, on your behalf and on behalf of any Minor Member(s), hereby assign to Komba, exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and Komba and its affiliates shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise,

Komba’s Sharing of Your Information with Its Affiliates. Komba may share your information with its affiliates in a variety of ways as explained in our Privacy Policy.

Third Party Content, Services, Applications, and Tools. The Services may include links to, or content from, or other integrations or relationships with third-party websites, resources, services, applications, social media or tools (“Third Party Content”). If you or any Minor Member(s) choose to use or view such Third Party Content, your Personal Information may be disclosed to third-parties. Your use or acquisition of or interaction with any Third Party Content and any exchange of data or information between you and any Third Party Content is solely between you and the Third Party Content provider and these third-party providers may request that you agree to separate privacy policies and terms of use that are different than these Terms. You should read any such policies before using or viewing Third Party Content. You must also comply with all applicable third party terms of service when using Third Party Content. Komba does not control and is not responsible or liable for Third Party Content. Komba makes no representations or warranties concerning Third Party Content, including the extent to which it may be considered or construed as inappropriate, inaccurate, offensive, misleading, or otherwise objectionable. Komba disclaims any and all liability in connection with Third Party Content and Komba is not liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Third Party Content and we are not responsible for any processing, handling, disclosure, modification or deletion of any of your data or information resulting from that Third Party Content’s interaction with or provision of services to you or your use of the Third Party Content in conjunction with the Services. If you install, enable, or interact with Third Party Content through the Services, you agree that we may collect and access your data or information from that Third Party Content, which may include personal information, as required to enable the interoperation of that Third Party Content with the Services and to deliver the Services to you. The types of personal information we collect and access depends on the information you provide to us from the Third Party Content.

Termination of Use. We reserve the right to monitor access to or use of the Services for the purpose of operating the Services, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Services and Komba. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We may block, restrict, disable, suspend, or terminate your access to or the access of any Minor Member(s) or use of all or any parts of the Services without prior notice or liability.

Inappropriate Use. You agree that you are solely responsible for your conduct and the conduct of any Minor Member(s) accessing or using the Services. You and your Minor Member(s) will not take any action, including to post, submit, transmit, email, upload, share, store or otherwise make available any User Content, that, in Komba’s judgment:

1. Is unlawful, illegal, infringing, threatening, abusive, harassing, embarrassing, demeaning, stalking, intimidating, libelous, violating or misappropriating the rights of others, false, defamatory, exploitive, invasive of another’s privacy or publicity rights, violent, vulgar, obscene, profane, sexual in nature, harmful to individuals, including minors, or is otherwise objectionable, offensive, or improper; Is hateful toward an individual or group of individuals on the basis of gender, sex
2. Violates or encourages the violation of any contract or agreement with Komba or any of its affiliates, including this Agreement, or any applicable laws, rules or regulations, or intellectual property or other third party right;
3. Includes personal or identifying information about yourself or another person without that person’s affirmative consent;
4. Is false, fraudulent, misleading, or deceptive;
5. Depicts or promotes any unreasonably dangerous, harmful or reckless behavior or activity;
6. Constitutes or contains any form of commercial advertising, marketing, solicitation or promotion, including messages and links for commercial purpose or benefit and any affiliate marketing, link referral code, junk mail, spam, chain letters, or pyramid or Ponzi schemes; or
7. May interrupt, limit, overburden, damage, impair, destroy or otherwise negatively impact the functionality or use of the Services or any user’s access to or enjoyment of the Services, including (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any system, network, equipment, or server connected to or used to provide the Services, including by overloading, flooding, spamming or mail-bombing the Services.

Interference with the Services. You and your Minor Member(s) will not do any of the following:

1. Avoid, remove, bypass, circumvent, deactivate, impair or otherwise interfere with security-related features of any electronic means through which Komba offers its Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any Content; (ii) reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of any portion of Komba’s application, Services, or website (including without limitation the Content); or (iii) attempting to modify Komba’s application or the website for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Services;
2. Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the Services;
3. Access, tamper with or use non-public areas of the Services, computer systems or networks or the technical delivery systems of providers, or attempt to probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
4. Attempt to access, scrape or search the Services or download any Content, 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 Komba or other generally available third-party web browsers;
5. Use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL or product name of Komba or any of its affiliates or licensors, without Komba’s prior express written consent;
6. Copy, use, disclose or distribute any information or data obtained from the Services, whether directly or through third parties (such as search engines or third-party websites), without Komba’s prior express written consent;
7. Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Account without permission, or falsifying your age or date of birth;
8. Sell or otherwise transfer the access granted under these Terms or any Services or any right or ability to view, access, or use any Services;
9. Use the Services if you are prohibited from doing so under applicable law; or
10. Attempt to do any of the acts described above or assist, encourage or permit any person in engaging in any of the acts described above.

Health Eligible. You represent that you are healthy enough to engage safely in the use and access of the Services, and that you have had the opportunity to talk to a doctor or other qualified health care provider prior to your use and access of the Services, which Komba strongly recommends. You acknowledge that Komba does not and will not provide medical advice. You agree to remove yourself or any Minor Member(s) from the use and access of the Services if you observe any hazardous, unsafe, dangerous or defective condition, if you or any of them is incapable of engaging in such use safely, or if required or instructed to do so by Komba. You acknowledge that you are responsible for your own conduct, health and safety and that of Minor Member(s) and other Member(s), and that Komba is not responsible for any medical condition or expenses incurred by you, Minor Member(s) or other Member(s) in connection with the use and access of the Services. You should discontinue exercise in cases where it causes pain or severe discomfort and should consult a medical expert prior to returning to exercise in such cases. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

Health and Wellness Information. The Services may contain information about leading a healthy way of life, including information on health, wellness, and fitness issues. Such information does not represent medical diagnosis, treatment, or care and should not be used in place of consultation with or advice from your healthcare professionals. You should consult with your physician or healthcare professional before beginning or altering your personal exercise, diet, or nutritional supplement program, and periodically thereafter. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of your use of the Services. The use of information provided through the Services is solely at your own risk and is not medical or healthcare advice. Nothing stated or posted or otherwise available through any Service is intended to be, and must not be taken to be, the practice of medical or counseling care.

Exercise Activity. Your use of the Services may involve strenuous physical exercise and activity that is potentially hazardous and dangerous and may involve significant physical and emotional stress and exertion and risk of injury or damage, some of which are inherent in the use of the Services. The use of the Services can include but is not limited to use of personal training services, group fitness classes (including yoga), running, cycling, endurance or athletic events, races, weight loss and educational or nutritional programs, activities, classes, sessions, seminars, workshops, assessments, advice, tracking functions, events, amenities, or benefits sponsored, endorsed or operated by Komba.

Mandatory Binding Individual Arbitration. Except as expressly provided below, Komba and you (each a “party” or, together, “us,” “we” or “parties”) agree that any dispute, Claim, case, or controversy (whether based in tort, contract, statute, regulation, ordinance, equity or any other legal theory) between us (whether arising out of or relating to past, present or future acts or omissions) (“Disputes”) shall be exclusively resolved by binding arbitration on an individual basis, rather than in court (“Arbitration Agreement”).

Waiver of Class Actions. We each agree that we will assert Disputes in arbitration only in our individual capacity, and not as a representative or member of any purported class. We each agree that we will not participate in any class, mass, collective, consolidated, private attorney general or other representative arbitration proceeding. Each party agrees that the arbitrator has no authority to arbitrate Disputes on a class-wide basis and shall not consolidate, combine, or jointly arbitrate Disputes of more than one person in a single arbitration.

Waiver of Jury Trial. We waive our constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to resolve by binding arbitration all Disputes.

Disputes Not Subject to Arbitration. There are only three exceptions to this Arbitration Agreement:

1. Small Claims. Either party may bring individual Claims in small claims court.
2. Emergency Equitable Relief. Either party may seek temporary injunctive relief or other equitable relief in court pending arbitration. A request for interim measures will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Arbitration Procedures. Either party may initiate an arbitration proceeding, which will be conducted by a single neutral arbitrator.

Arbitration Providers. Arbitration shall be conducted by the American Arbitration Association (“AAA”).

Arbitration Rules. The arbitration will be conducted under the AAA Consumer Arbitration Rules (available at www.adr.org) (“Arbitration Rules”). The Arbitration Rules will govern all aspects of the arbitration, except to the extent such rules are in conflict with this Arbitration Agreement.

Arbitration Location. The arbitration hearing will be held at the AAA’s location that is closest to the claimant’s primary residence, unless the claimant primarily resides outside the United States (in which case the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings.)

Fees. Payment of all filing, administrative, and arbitrator fees will be governed by the Arbitration Rules.

Arbitrator’s Authority and Award. The arbitrator will decide the rights and liabilities, if any, of the parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rule, and this Arbitration Agreement. The arbitrator will issue a written award and reasoned statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. Any award will be subject to judicial confirmation or entry in any court having jurisdiction.

Governing Law. This Arbitration Agreement is governed by the Federal Arbitration Act and federal arbitration law.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement or to enforce an arbitration award.

Survival. All your obligations, including without limitation your Financial Obligations, the authorizations to use any particular payment mechanisms and the arbitration agreement with a class action waiver, continue after the term of this Agreement or any membership.

Assignability and Subcontracting. You cannot assign this Agreement. This Agreement may be assigned by Komba in its sole discretion and without notice. Komba may use any subsidiary or affiliate as a subcontractor to provide the Komba Membership or any products or Services at Komba’s sole discretion and without notice, provided, however, Komba will remain responsible for any subsidiary’s or affiliate’s provision of products or Services. Komba may assign your payment obligations to a third party.

Governing Law. These Terms, and your access to and use of the Services, shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to conflict of law principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. For any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, you and Komba submit to the personal and exclusive jurisdiction of the state courts and federal courts of the State of Florida and the United States, respectively, located within the State of Florida, Broward County. Komba operates the Services from its offices in Florida and makes no representation that the Services are appropriate or available for use in other locations.

Force Majeure. Komba will not be liable to you for any delay in delivery or your inability to access the Services, including any delay or lack of access due to an event beyond Komba’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, epidemic, pandemic, governmental authority action, uprising, earthquake, flood or any other natural or man-made condition outside of Komba’s control. Komba will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control.

Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

Entire Agreement; Merger. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, plus any additional terms, policies, rules or guidelines applicable to the Services that Komba may post on or link to from the Services, each of which are incorporated herein by reference, are the entire and exclusive understanding and agreement between you and Komba regarding the Services. You are not relying on any oral or written promises, representations, statements, covenants or warranties, other than those set forth herein, to induce you to agree to and accept this Agreement. These Terms replace any prior oral or written agreements or other communication between the parties with respect to the subject matter of this Agreement.

Severability and Non-Waiver.

1. Severability. You acknowledge and agree that these Terms are intended to be as broad and inclusive as permitted under applicable law, including without limitation the ASSUMPTION OF RISK, WAIVER OF LIABILITY, INDEMNIFICATION, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY and ARBITRATION AGREEMENT WITH CLASS ACTION WAIVER. To the extent that a court of competent jurisdiction determines any part of the terms and conditions in this Agreement to be invalid, illegal, void or unenforceable, that part will be modified by the court solely to the extent necessary to cause that part to be enforceable, and the remainder of the Agreement will remain fully binding and enforceable to the maximum extent permitted by applicable law.
2. Non-Waiver. Komba’s failure to exercise or enforce a legal right, remedy, obligation or benefit which is contained in the Agreement or any applicable law for any reason does not constitute waiver of its right to do so later.