Terms and Conditions

Last Updated: December 31, 2020

Performance Brands Inc., dba SteelFit®, a Florida corporation (“PBI,” “we” or “our”), as a convenience to you grants you access to our website, www.steelfitusa.com (the “Site”)) and content on our social media platforms such as Facebook, Twitter and Instagram (together with the Site, the “Platforms”), which may contain offers to sell you supplements, fitness supplies and related goods (collectively, “PBI Products”). Your access and use of the Platforms is expressly conditioned upon your acceptance of the terms and conditions contained herein (these “Terms of Use”).

PLEASE READ THESE TERMS OF USE AND THE PRIVACY POLICY CAREFULLY BEFORE USING OR SUBMITTING INFORMATION TO THE PLATFORMS. BY USING THE PLATFORMS AND PBI PRODUCTS, YOU INDICATE THAT YOU ACCEPT THESE TERMS OF USE AND THE PRIVACY POLICY AND YOU AGREE YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND THE PRIVACY POLICY, DO NOT USE THE PLATFORMS OR THE PBI PRODUCTS.

PRIVACY

Our policies concerning the use of your personal information are set forth in our, Privacy Policy, incorporated herein by reference (collectively hereafter, the “Privacy Policy”). By using the Platforms, you hereby waive and release PBI from any claim or liability in connection with collection, use, or disclosure of your personal information consistent with the Privacy Policy.

CHANGES

PBI reserves the right, at its sole discretion, to change the Terms of Use and the Privacy Policy at any time. Please check the Site periodically for changes. Using the Platforms following the posting of changes to the Terms of Use or Privacy Policy will effect your acceptance of the revised Terms of Use and Privacy Policy.

OWNERSHIP

You acknowledge and agree that the Platforms, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights arising therefrom (collectively, “Our Content” or “PBI Content”) are owned by PBI or its affiliates, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of the Platforms (such as mobile applications, if any) and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of PBI and its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with PBI’s ownership of the Platforms and Our Content, and that you gain no right, title, or interest in or to any of the Platforms or Our Content, except as stated in these Terms of Use or any executed written agreement between you and PBI. In addition, except as expressly set forth in these Terms of Use, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of PBI or any third party.

LICENSE AND RESTRICTIONS

Subject to the terms herein, you are hereby granted a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and make use of the Platforms and Our Content solely for your personal, non-commercial use only. This limited license does not include any commercial use or resale use of Our Content or any plagiaristic use of the Platforms or Our Content. You may not (i) modify, copy, duplicate, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, license, transfer, sell or otherwise exploit for any commercial purposes any portion of the Platforms unless you obtain our prior written consent; (ii) access or attempt to access any systems or servers on which the Platforms are hosted or modify or alter the Platforms in any way; (iii) forge headers, create a false identity or otherwise manipulate identifiers in order to deceive others or disguise the origin of our Content; (iv) use any device, software or routine to interfere or attempt to interfere with the proper working of the Platforms or any business being conducted involving the Platforms, including but not limited to by using any robot, “bot,” spider, crawler, engine, device, software, tool, routine, time bombs, logic bombs, viruses/worms, back doors, trap doors, undocumented passwords, trojan horses, or any other automatic device or manual process of any like or kind; overloading, “flooding”, “mailbombing” or “crashing” (collectively, “Harmful Code”) without our written permission, or engage in any activity which interferes with the proper working of or access to the Platforms or to any host or network); (v) attempt to reverse engineer, decompile or disassemble any of the technology used in making the Platforms available; (vi) attempt to access data or information not intended for you or log onto a server or account that you are not authorized to access; (vii) access or attempt to access any system or servers on which the Platforms are hosted or modify or alter the Platforms in any way; (viii) upload or otherwise transmit files that contain Harmful Code; (ix) restrict or prevent any other user from using the Platforms or Our Content; (x) circumvent or disable any content protection system or digital rights management technology used; (xi) access or use any Platforms in an unlawful or unauthorized manner or in a manner that suggests an association with PBI, unless you have an executed agreement with us that allows for such activity, or (xii) negatively affect other users' ability to use the Platforms.

You may display and, subject to any expressly stated restrictions or limitations relating to specific material, electronically copy, download and print hard copy portions of Our Content solely for your own noncommercial use. Any other use of materials from the Platforms, including but not limited to the modification, reproduction, distribution, republication, display or transmission of any of Our Content, without prior written permission of PBI is strictly prohibited.

COPYRIGHTS

The Platforms and Our Content, including the selection and arrangements thereof, are copyrighted as a collective work under the United States and other copyright laws and are the sole property of PBI and/or its licensors and are protected by patent, trademark, copyright and other intellectual property laws and may not be used except in accordance with these Terms of Use or with PBI’s express written consent. Other than as necessary for your use of the Platforms in accordance with these Terms of Use, PBI grants no other privileges or rights in Our Content to you, and you must keep intact all patent, trademark, copyright and other proprietary notices on Our Content. Any Content owned by PBI’s licensors may be subject to additional restrictions. All rights are expressly reserved to PBI and its licensors.

TRADEMARKS

All trademarks, service marks, trade names and trade dress, whether registered or unregistered (collectively the “Marks”) that appear on the Platforms or used in connection with the PBI Products are proprietary to PBI or other respective owners that have granted PBI the right and license to use such Marks. You may not display or reproduce the Marks other than with the prior written consent of PBI, and you may not remove or otherwise modify any trademark or other proprietary notices in or on the PBI Products.

YOUR CONTENT

From time to time, users of the Platforms may submit to PBI information, messages, suggestions, questions, comments, ratings, ideas, techniques, notes, know-how, drawings, concepts, designs, audiovisual material, photographs and pictures (including pictures of the user and other representations of the user’s name and likeness), digital images, or other content in any form (collectively “Your Content”). It is your responsibility to ensure that no portion of Your Content is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties. Our Content and Your Content shall collectively be referred to as “Content.”

By providing Your Content to PBI, you hereby grant PBI an unrestricted, transferable, sub-licensable, irrevocable, royalty-free and fully paid-up, worldwide, and perpetual license to copy, perform, reproduce, distribute, market, publicly display, make derivative works of, and otherwise use Your Content in connection with the Platforms and in any other form or media whatsoever, now known or later invented, throughout the world for any purpose whatsoever, commercial or not. You hereby disclaim any right to any compensation from PBI in connection with PBI’s exercise of its license rights in and to Your Content you have provided to us. You acknowledge and agree that PBI is under no obligation of confidence to you, and shall not be liable for any use or disclosure of Your Content. By submitting Your Content to PBI on any of the Platforms, you represent and warrant that you own the copyright in Your Content or that you have a legitimate license to provide Your Content, including photographs or other audiovisual material, without any restrictions whatsoever.

In addition, you agree not to take any of the following actions: (i) submit or transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or that you do not have a right to make available under any law or under contractual or fiduciary relationships; (ii) submit or transmit any Content that exceeds PBI’s capacity limits or for which you do not own or have the necessary and appropriate rights; (iii) submit, display, or transmit any spam, duplicative messages, unauthorized promotions or advertisements, surveys, contests, chain letters, or pyramid schemes; (iv) use the Platforms to threaten, defame, abuse, assault, stalk, harass or otherwise violate laws or the rights of any other person or entity, including, without limitation, rights of privacy or publicity; (v) publish, post, display, offer, or disseminate any unlawful, fraudulent, offensive, discriminatory, profane, obscene, unlawful, terroristic, violent, or hateful Content; (vi) collect, store, publish, post, sell, transmit, or disclose personal data about other users of the Platforms; (vii) violate, or encourage any conduct that would violate, any applicable law, rule or regulation; or (viii) monitor or copy the Content of the Platforms.

PBI reserves the right to review Your Content and remove, delete, redact, or otherwise modify Your Content, in its sole discretion, at any time and from time to time, without notice or further obligation to you. PBI has no obligation to display any of Your Content. PBI reserves the right to disclose, at any time and from time to time, all or any portion of Your Content that PBI deems necessary or appropriate to satisfy any applicable law, regulation, contractual obligation, legal dispute process, or governmental request. PBI shall have no liability in connection with any of Your Content submitted to PBI or displayed in connection with the use of the Platforms.

THIRD-PARTY LINKS

In an attempt to provide increased value to our visitors, the Platforms may contain links to other sites on the Internet that are owned and operated by third parties other than PBI (the “External Sites”). However, even if the third party is affiliated with PBI, PBI has no control over these External Sites, all of which have separate privacy and data collection practices, independent of PBI. PBI has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices or the content of such External Sites. Links to these External Sites, if any, are only for your convenience and therefore you access them at your own risk, and you may be subject to the terms and conditions and the privacy policies imposed by such third parties. Links do not imply that PBI sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites.

DISCLAIMER

Except for the limited warranty stated below the heading “SALE OF PRODUCTS,” the PBI Products, including without limitation, any products, goods, services, Content, materials and other information made available via the Platforms, including External Links, are provided on an "AS IS," “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, and without representations or warranties of any kind, whether express or implied. To the fullest extent permitted under applicable law, PBI SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM HARMFUL CODE, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

PBI does not represent or warrant that the Platforms, including without limitation the Platforms, Content, information or any other materials offered or made available by PBI or functions contained in the Platforms will be UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORMS OR THE SERVER THAT MAKES THE PLATFORMS AVAILABLE ARE FREE OF HARMFUL CODE. THE PLATFORMS ARE PROVIDED VIA THE INTERNET AND YOU ACKNOWLEDGE AND AGREE THAT PBI DOES NOT OPERATE OR CONTROL THE INTERNET. AS SUCH, THE PLATFORMS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PBI SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Furthermore, PBI does not make any warranties or representations regarding the completeness, correctness, accuracy, adequacy, usefulness, timeliness, or reliability of any information made available on the Platforms. As a condition of you use of PBI Products, you warrant to PBI that you will not use any PBI Products for any purpose that is unlawful or prohibited by these Terms of Use. WE FURTHER MAKE NO GUARANTEE OR WARRANTY AS TO THE PARTICULAR HEALTH AND WELLNESS GOALS, RESULTS, BENEFITS OR OUTCOMES THAT MAY BE ACHIEVED OR OBTAINED THROUGH USE OF ANY PBI PRODUCTS. YOU AGREE TO USE THE PBI PRODUCTS AT YOUR SOLE RISK.

You will not hold PBI or its third-party service providers, licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the PBI Products, including without limitation any loss or damage to any of your computers or data, as the PBI Products may contain Harmful Code or other limitations

LIMITATION OF LIABILITY

IN NO EVENT SHALL PBI, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, PROVIDERS, THIRD PARTY PARTNERS, ANYONE WHO HELPED DEVELOP, CREATE, PRODUCE, DISPLAY, TRANSMIT OR DELIVER OUR CONTENT, MATERIAL OR INFORMATION USED IN THE PLATFORMS OR PBI PRODUCTS, OR THEIR RESPECTIVE AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, TREBLE, ENHANCED, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOSS OF DATA OR INACCESSIBLE DATA, LOSS OF PRIVACY, BREACH OF DATA OR DATA SECURITY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION), OR ANY DAMAGES WHATSOEVER, EVEN IF PBI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

IN NO EVENT SHALL PBI’S LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE PBI PRODUCTS, INCLUDING WITHOUT LIMITATION ANY PRODUCT, CONTENT OR OTHER MATERIALS OFFERED OR MADE AVAILABLE ON THE PLATFORMS, EXCEED ONE HUNDRED DOLLARS ($100). You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between you and PBI. The PBI Products would not be provided without such limitations. PBI will not be liable for failure to perform any obligation under these Terms of Use if such failure is caused by the occurrence of any unforeseen circumstance beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, threats or acts of terror, theft, any action or inaction of governmental, civil or military authority, strikes, lockouts or other labor disputes, or war. Some jurisdictions do not allow limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

SALE OF PRODUCTS

All purchases of PBI Products are subject to PBI’s Terms of Sale which are also posted to the Site and are incorporated herein by reference. You are bound by the Terms of Sale automatically upon your purchase of PBI Products. We have taken reasonable precautions to ensure that all product descriptions, prices and other information shown on the Platforms are correct and fairly described. However, when ordering PBI Products through the Platforms, please note that:

PBI reserves the right to not accept any orders if there is a material error in the description of an PBI Product, or if the price advertised is incorrect;PBI reserves the right to refuse or discontinue the supply of any PBI Product to any customer, or change, suspend or discontinue any aspect of the Platforms at any time in our sole and absolute discretion;All prices are displayed in United States Dollars unless expressly indicated otherwise;Packaging and contents may vary from that shown on the Platforms;Any weights, dimensions, and capacities shown on the Platforms are approximate only;When you place an order, we estimate the tax applicable to your order and include that estimate in the total for your convenience (the final tax amount will be based on the then-current rate as established by the taxing authority, charged to your payment card, and reflected in the order confirmation and package invoice we provide to you); andAll items are subject to availability and we will inform you as soon as reasonably possible if any product or service you ordered is not available and whether we may offer you an alternative of equal or higher quality and value.PBI will repair or replace a product with new or refurbished parts or product, at PBI’s sole option, free of charge, in the event of a defect in materials or workmanship for one (1) year from the date of original purchase. To obtain warranty service on your product or a replacement, you may return it to Performance Brands, Inc. Customer Service at 905 Shotgun Road, Sunrise, FL 33326, USA, subject to your payment of proper postage, handling and insurance.Except for the limited replacement warranty in the foregoing paragraph, PBI does not make, and hereby expressly DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT regarding any and all PBI Products. Any assertion or promise made by PBI, or any of its representatives or agents, does not create any warranty that any product will conform to the assertion or promise, whether made orally, in writing or otherwise.  You represent, warrant and covenant that all purchases of PBI Products are for your personal consumption and not for resale.Label information subject to change. Please check the label of your bottle for up-to-date information.We offer different product sizes for our products; however, all images shown are for the full retail size of the product. PBI is not responsible for any wrong purchases due to this.

From time to time we may be required to change the Terms of Sale or any other terms applicable to any PBI Products that we offer and/or you purchase. This includes, without limitation, changes to prices, taxes, shipping and handling amounts, specifications, delivery times, and/or package contents. We will provide you with prior notice of any changes, by posting a notice on the Platforms, sending an e-mail to you at the address you provided at the time of purchase, or by including a notice in any PBI Products you receive on an automatic recurring or subscription basis. PBI will not provide any prior notice to price changes for products that aren't on an automatic recurring or subscription basis model. PBI will not incur any obligation as a result of such change. By continuing to accept PBI Products after we have notified you of a change to any terms, you will be deemed to have accepted any changes.

PAYMENT INFORMATION

When you provide any information to us for any reason, such as to sign up for an offer or purchase PBI Products, you agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment card information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment card. In the case of e-mail, you must provide an accurate e-mail address that is registered to you. You are responsible for promptly updating your information with any changes, especially to keep your billing information current. You must promptly notify us if your payment card is cancelled (for example, for loss or theft). Changes to such information can be made by updating your profile on the Site or by contacting Customer Service at info@steelfitusa.com. To help keep your account current and prevent service interruption, you acknowledge PBI may request that you update your payment card information on file when it is set to expire or based on updates it receives from the bank that issues your payment card. You agree that your placement of an electronic order on the Platforms is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.

PRODUCT WARNINGS

CONSULT YOUR PHYSICIAN. The risk of injury from using the PBI Products is significant, and includes the potential for catastrophic injury and/or even death. You should and must consult your physician before using any PBI Product. You should also see your physician immediately if you feel chest or stomach pain, nausea, dizziness, palpitations, or are having breathing difficulties.

LISTEN TO YOUR BODY. Not all exercise products and programs are suitable for everyone. Using PBI Products may involve strenuous activity, so learning and practicing the proper use and care of any PBI Product is imperative. Always listen to your own body and take breaks, modify movements, or stop your workouts as necessary. Stop exercising immediately if you experience discomfort or pain.

READ ALL ACCOMPANYING MATERIALS. Familiarize yourself with all safety and instructional materials prior to using any PBI Product. Read, understand, and follow all specific warnings and instructions contained in the Product literature when using any PBI Product.

TAKE IT EASY. Begin each exercise slowly, especially if you are new to exercise or out of condition, in order to safely build coordination, strength and stamina. This will also help you to learn proper form, balance and coordination. Breathe naturally; do not hold your breath during exercise. Never over-exert yourself or perform a move to the point at which you feel you may lose balance or control.

BE AWARE OF YOUR SURROUNDINGS. Only exercise or use any PBI Product on a clear, even surface, after you have removed all obstructive materials and sharp objects from the area. Remove all jewelry, including rings, chains, and pins, before using any PBI Product. Always wear suitable clothing when exercising.

ASSUMPTION OF THE RISK

By buying, using, providing, or allowing the use of the PBI Products, including without limitation any and all goods, products or services, YOU EXPRESSLY AND VOLUNTARILY ASSUME THE RISK OF ANY AND ALL PERSONAL INJURIES THAT COULD BE SUSTAINED (AND EVEN THE RISK OF DEATH), whether or not caused by negligence or other fault of PBI, including but not limited to, equipment malfunction from whatever cause, or any other fault of PBI.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless PBI, (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives, and each of their respective successors and assigns) from and against any and all claims, actions, losses, damages, liabilities, expenses, costs or demands, including, but not limited to, reasonable legal fees and expenses, for all damages directly or indirectly resulting or allegedly resulting from (i) your use, misuse, or inability to use the Platforms, Our Content or any PBI Products offered or made available on the Platforms, (ii) your breach or violation of any of these Terms of Use, (iii) Your Content or Comments (as defined below), (iv) any inaccurate or incomplete data or any Harmful Code transmitted by you, (v) any violation of applicable laws, rules or regulations by you or Your Content or Comments, and (vi) your order cancellation for products, goods or services, including but not limited to, the cost of special materials, the cost of custom or non-stock products completed or in process, and any reasonable costs incurred to collect such losses from you. PBI shall promptly notify you in writing of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. If PBI does not hear from you promptly, PBI reserves the right to defend such claim or suit and seek full recompense from you. Without limitation of the foregoing, you may not settle, compromise, or dispose of any claim in any other manner without our express written consent. Your obligation to indemnify and defend PBI as set forth in this section shall include reimbursement of any and all legal fees and related costs and expenses incurred by PBI in connection with any such claim.

COMMENTS

From time to time, PBI may request your feedback or suggestions, including any ideas, comments, recommendations or the like (collectively, “Comments”). To the extent you submit Comments to PBI, such Comments will be treated as non-confidential and non-proprietary. Furthermore, any disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral, publicity or privacy rights, unfair competition, breach of implied contract, breach of confidentiality and any other legal theory. You agree, at our cost, to execute any documents to effect, record or perfect such assignment. Thus, we will own exclusively all such right, title and interest in, and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for any Comments you make or provide to us.

CONFIDENTIAL INFORMATION

From time to time in the course of using the Platforms, you may have access to certain confidential information of PBI (“PBI Confidential Information”). For clarity, as used in these Terms of Use, “PBI Confidential Information” means all nonpublic or proprietary information disclosed by or on behalf of PBI, otherwise learned by you in the course of using the Platforms, which is (i) designated as confidential or proprietary; or (ii) a reasonable person would conclude is confidential or proprietary. PBI Confidential Information includes, but is not limited to, the following (whether furnished before or after you start using the Platforms, whether disclosed orally, electronically, in writing or visual inspection of the Platforms): (a) graphics and content of the Platforms; (b) information relating to PBI’s products, plans, specifications, designs, formulas, ideas, inventions, know-how, processes, techniques, practices, methodologies, policies and procedures, manuals and handbooks, testing, research and development; (c) information regarding acquiring, protecting, enforcing and licensing PBI’s proprietary rights including intellectual property rights; (d) information relating to PBI’s financials, employees, manufacturing and other supply partners, customers; and (e) any and all copies, reproductions, notes, analyses, compilations, studies, interpretations and summaries of any of the above items, regardless of who prepares them. Notwithstanding the foregoing, PBI Confidential Information does not include any information that you can demonstrate by documentary evidence (1) is or has become publicly available through no wrongful act or omission attributable to you; (2) is or becomes rightfully known to you through a third party who is not subject to a restriction on disclosure; or (3) is independently developed by you without the use of or reference to PBI Confidential Information.

You agree not to use PBI Confidential Information for any purpose other than as required to use the Platforms in accordance with these Terms of Use (the "Purpose"). You agree to hold all PBI Confidential Information in strict confidence using at least the degree of care you would use to protect your most sensitive information and in no event less than a reasonable degree of care. You agree to not publish, disseminate, or otherwise disclose, or permit or facilitate the disclosure of, any PBI Confidential Information to any third party. To the extent required for the Purpose as authorized by PBI in writing, you may disclose PBI Confidential Information only to your employees, directors, officers and agents ("Representatives") who have a need to know such information to carry out the Purpose and are bound to obligations of confidentiality (either by written agreement or applicable law) which are no less restrictive than those set forth in these Terms of Use. You agree to be responsible for all acts and omissions of your Representatives. Any copy, extract, portion, or derivative of PBI Confidential Information shall be identified as belonging to PBI and prominently marked "confidential."

INTERNATIONAL USERS

The Platforms are controlled, operated, and administered by PBI from its offices within the U.S. PBI makes no representation or warranty that the materials contained within the Platforms are appropriate or available for use at other locations outside of the U.S., and access to the Platforms from territories where the content or products available through the Platforms are illegal is prohibited. If you access the Platforms from a location outside of the U.S., you are responsible for compliance with any and all local laws, rules, regulations and ordinances. You may not use the Platforms or export the Content or PBI Products in violation of U.S. export laws and regulations. PBI may limit the availability of the Platforms to any person, geographic area, or jurisdiction it chooses, at any time in PBI’s sole discretion.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any copyright or any other intellectual property right. It is our policy to respond appropriately to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. If you are an owner of intellectual property who believes that your intellectual property has been improperly posted or distributed via the Platforms, please notify us immediately by email to PBI’s agent regarding copyright matters at info@steelfitusa.com or by U.S. mail to Performance Brands, Inc., 905 Shotgun Rd., Sunrise, FL 33326. DMCA notices must be in writing and must include all of the following information:

a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;a description of the copyrighted work that you claim has been infringed;a description of where the material that you claim is infringing is located on the Platforms or as part of any PBI Product;your address, telephone number, and email address and all other information reasonably sufficient to permit PBI to contact you;a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; anda statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.TRANSFER OF OWNERSHIP

It is possible that PBI and/or any of our assets may be acquired by an unrelated third party. In such a transaction, we may be required to disclose or sell any information you provide via the Platforms as an asset of the company in conjunction with the sale of our company or the sale of a portion of our assets to a third party. While we will endeavor to require the successor company to maintain these Terms of Use, we cannot guarantee that our Terms of Use will remain in effect.

MODIFICATIONS TO AND DISCONTINUATION OF AVAILABILITY OF PBI PRODUCTS

PBI reserves the right at any time, and from time to time, to modify, terminate or discontinue, temporarily or permanently, the PBI Products or their availability (or any portion thereof including any Content) with or without notice, at its sole discretion. You agree that PBI shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the PBI Products.

GOVERNING LAW AND JURISDICTION

You and PBI agree that in the event of any claim, dispute or controversy (whether in contract, tort or otherwise) arising out of, relating to or connected in any way with your use of any of the PBI Products or the breach, enforcement, interpretation or validity of these Terms of Use (each, a “Claim”), the Claim will be resolved exclusively by final and binding arbitration, except as otherwise provided in these Terms of Use. Arbitration is more informal than a lawsuit and uses a neutral arbitrator to resolve the Claim rather than a jury. Arbitration is subject to limited review by courts but arbitrators can award the same damages and relief that a court can award. YOU AND PBI ARE EACH WAIVING THE RIGHT TO A JURY TRIAL. Notwithstanding the foregoing, each of the parties may bring an action in court to enjoin infringement or other misuse of a party’s intellectual property.

You and PBI agree to use good faith efforts to resolve any Claims within thirty (30) days following written notice by either party that a Claim has arisen. If the parties cannot resolve the Claim within such time period, then the Claim shall be determined by a single arbitrator. Alternatively, if it is determined or these Terms of Use provide that a Claim should not proceed through arbitration, each of you and PBI agree that the Claim will be resolved exclusively in federal court in the County of Broward (the “Venue”) and waive any objections as to personal jurisdiction in the Venue. The then-current Comprehensive Arbitration Rules and Procedures shall apply. All fees charged shall be split equally by you and PBI, but each party shall be responsible for its own attorneys’ fees. If the Claim is less than $10,000 or less, you may choose to have the arbitration conducted solely on the basis of the documents submitted to the arbitrator. You hereby acknowledge and agree that PBI may effect service of process by email to the address provided by you to PBI. Each of the parties waives the right to personal service.

You and PBI agree that all Claims will be governed by the laws of the State of Florida, without regard to conflict of laws principles and the Federal Arbitration Act (FAA). Any Claims must be raised within one (1) year after the event which gives rise to the Claim and may only be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You agree that, to the extent permitted by law: (a) any and all Claims will be resolved individually in the Venue designated above, without resort to any form of class action; and (b) any judgments and awards will be limited to actual third-party, out-of-pocket costs incurred, but in no event will attorneys’ fees be awarded or recoverable.

GENERAL

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Use will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and PBI as a result of these Terms of Use, Privacy Policy, our Terms of Sale or any use of the PBI Products. PBI’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use, Privacy Policy or our Terms of Sale is in derogation of PBI’s right to comply with law enforcement requests or requirements relating to your use of the PBI Products or information provided to or gathered by PBI with respect to such use. These Terms of Use, Privacy Policy and our Terms of Sale constitute the entire agreement between you and PBI with respect to the PBI Products, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and PBI with respect to the PBI Products. We may provide notice to you hereunder by posting announcements to the Platforms. Any rule of law or legal decision that would require interpretation of any ambiguities in these Terms of Use against the party that has drafted it is not applicable and is waived to the fullest extent allowed by law. The provisions of these Terms of Use shall be interpreted in a reasonable manner to effectuate the purpose of the parties and these Terms of Use.

NOTICES

Unless explicitly stated otherwise in the Platforms, you must provide all notices or complaints to PBI via email to info@steelfitusa.com or by U.S. mail to Performance Brands, Inc., Sunrise, FL 33326.

SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS

Performance Brands, Inc. dba SteelFit® (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”). By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply. Message frequency varies.

User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing, promotion, payment, delivery and sale of cosmetics, health and wellness sports supplements, dietary supplements, nutritional supplements, and workout accessories and apparel. Messages may include checkout reminders. 

Cost and Frequency: Message and data rates may apply. You agree to receive messages periodically at Our discretion. Daily, weekly, and monthly message frequency will vary. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at support@steelfitusa.com Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.

Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. Carriers are not liable for delayed or undelivered mobile messages.

Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Age Restriction: You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

- Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

- Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

- Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

- Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;

- Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and

- Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge, LLC d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Broward, FL before one arbitrator.

The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Performance Brands, Inc.’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

Florida Law: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents.  For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt-in to Program, (1) your shipping address, as provided is located in Florida or (2) the area code for the phone number used to opt-into the Program is a Florida area code.  You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us.  Insofar as you are a Florida resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from You (including but are not limited to response to Keywords, opt-in, help or stop requests and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.