These Terms of Service (the “Terms of Service”), along with the Privacy Policy located at Click Here (“Privacy Policy”) (collectively, the “Agreement”), contain the terms and conditions that govern your use of SAMUP LLC’s (“SAMUP”, “we”, “us”, or “our”) website, mobile applications (including, e.g., Hero’s Path, M1, and M2), social media pages, marketing activities, and other activities and services that we offer (collectively, the “Services”).

The Services are provided through SAMUP’s website and mobile application platforms (each and collectively, as applicable, the “Platform”) and accessed either through this SAMUP website or its mobile application. This Agreement is applicable to all persons who use or access the Platform and/or the Services, whether in their individual capacity or on behalf of any third party (each, a “User”, and collectively, the “Users”). If the User is agreeing to these terms on behalf of an entity, third-party, or an individual other than User, User represents and warrants that User has authority to bind that entity, third-party, or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such entity, third-party, or individual. In that event, “User” also refers to that entity, third-party, or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. 

 

1. SAMUP’S SERVICES; NOT MEDICAL ADVICE.

1.1 SAMUP will provide User the Services requested in accordance with this Agreement, enabling Users to, e.g., receive content and create an account (“User Account”) on the Platform to access, submit, and receive, e.g., documents, information, and services. 

1.2 THE INFORMATION AND ADVICE INCLUDED OR OFFERED ON SAMUP’S PLATFORM, OR AS OTHERWISE PROVIDED AS PART OF THE SERVICES, IS NOT INTENDED TO BE USED AS HEALTH OR MEDICAL ADVICE. NO MATERIALS OR INFORMATION HEREIN ARE INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT.

 

2. FEES.

2.1 User is responsible for paying to SAMUP the fees corresponding to the Services selected by the User or otherwise agreed with SAMUP (“the Fees”). User authorizes SAMUP to automatically charge the Fees to the credit card or other payment method that SAMUP has on file for the User. The User agrees to keep all billing information up-to-date and valid on the Platform. 

2.2 For the avoidance of doubt, all Fees shall be non-refundable, and the User shall not receive any refunds for the Services that have been provided or are scheduled to be provided. 

 

3. USER DISCLOSURE OF DATA; SAMUP’s PRIVACY POLICY.

3.1 SAMUP will use reasonable endeavors to hold all personal and billing information submitted by the User or provided by SAMUP under this Agreement in strict confidence; provided, however, that SAMUP will not be held liable if such data is released through other sources, if SAMUP, its employees, or agents release the data because of a reasonable belief that User has consented to such disclosure, or if compelled by regulatory or court order. 

3.2 SAMUP’s Privacy Policy details how SAMUP collects, uses, stores, and discloses, e.g., personal information, PII, and PHI from Users. User acknowledges and understands that SAMUP may collect, use, store, and disclose User’s information pursuant to SAMUP’s Privacy Policy in order to provide the Services, as it may be updated from time to time. By using the Platform or the Services, you are explicitly agreeing to both these Terms of Service and the Privacy Policy, so you are strongly encouraged to review SAMUP’s Privacy Policy in full, which can be accessed at  Click Here.

 

4. PROPRIETARY RIGHTS.

4.1 User Content and Licenses Granted. “User Content” means any text, graphics, images, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that SAMUP provides to User via the Services shall constitute “SAMUP Content” (as defined below) hereunder. SAMUP does not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to SAMUP a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant SAMUP the license rights in User Content under this Agreement and that User Content does not infringe upon the intellectual property rights of any third party. 

4.2 User may generally remove or delete User Content from the Platform, provided that certain types of User Content may not be removed from the Platform to comply with SAMUP’s regulatory or legal obligations. Moreover, in certain instances, some User Content may not be completely removed, and copies of User Content may continue to exist on the Platform. SAMUP is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. 

4.3 “SAMUP Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by SAMUP, other than User Content. User Content and SAMUP Content shall be collectively referred to herein as “Content”. SAMUP, its affiliates, partners, or its licensors exclusively own all worldwide right, title, and interest in and to the SAMUP Content, and also in and to the Platform and the Services, including, in each case, all associated intellectual property rights (“SAMUP IP”). User acknowledges that the Platform, Services, and SAMUP Content are protected by copyright, trademark, and other laws of the United States and/or foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or SAMUP Content. This Agreement does not convey any proprietary interest in or to any SAMUP IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or SAMUP Content (“Feedback”) is given voluntarily, and SAMUP will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback that User provides to SAMUP in response to any surveys SAMUP conducts, through any available technology, about User’s experiences with, e.g., SAMUP, the Services, the Platform, etc.

4.4 Subject to User’s compliance with this Agreement, SAMUP grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download SAMUP Content solely in connection with User’s permitted use of the Platform and/or Services.

 

5. THIRD-PARTY SERVICES.

5.1 Through the Platform, User may be able to elect to receive services from partners of SAMUP (each such service, a “Third-Party Service” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. SAMUP is not responsible for Third-Party Services, or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. SAMUP reserves the right to terminate this Agreement and the provision of Services in the event User breaches the terms of its agreement with any Partner.

5.2 If User elects to receive a Third-Party Service, User authorizes SAMUP to submit to the applicable Partner any and all documents and information about User that are necessary for such Partner to provide the Third-Party Service to User (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to SAMUP and for SAMUP to provide it to Partners, and that SAMUP’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing SAMUP to submit User’s Shared Information to a Partner, User has waived and released any and all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (each and collectively a “Claim” or “Claims”) against SAMUP and its directors, officers, agents, contractors, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.

 

6. TERMINATION.

6.1 The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account, or as otherwise made available by SAMUP via termination/cancellation form or in writing. SAMUP may terminate the Services and this Agreement by giving User written notice. 

6.2 In addition to SAMUP’s foregoing termination right, SAMUP may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) SAMUP has any reason to suspect or believe that User, whether directly or indirectly, may be in violation of this Agreement or User’s agreement with any Partner; (ii) SAMUP determines that User’s actions are likely to cause legal liability for or material negative impact to SAMUP; (iii) SAMUP believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) SAMUP has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of SAMUP providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. 

6.3 The termination of any of the Services or this Agreement will not affect User’s or SAMUP’s rights with respect to transactions which occurred before termination. SAMUP will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to SAMUP’s termination of this Agreement. Any sections of this Agreement, which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, canceled, or rescinded.

6.4 Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that SAMUP, in its sole discretion, and for a limited time, will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User shall use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account, and User is further encouraged to immediately download any User Content or documents or information belonging to User that User wishes to retain. SAMUP may deny the Limited Access Rights to User, or SAMUP may revoke the Limited Access Rights at any time, in its sole discretion. SAMUP shall otherwise retain or destroy, in its sole discretion, but consistent with applicable law, User’s personal information, PII, or PHI, as applicable, with additional information on this topic found in SAMUP’s Privacy Policy. 

 

7. GOVERNING LAW; ARBITRATION.

7.1 This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be settled by binding arbitration in front of one (1) arbitrator in Delaware, using the American Arbitration Association (AAA). Such arbitration shall be conducted in English, and each party, respectively, explicitly agrees to personal jurisdiction in and the exclusivity of such venue.

7.2 Injunctive Relief. User acknowledges that any breach of this Agreement shall give rise to irreparable injury to SAMUP which may not be adequately compensated by damages. Accordingly, SAMUP may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond. User further acknowledges and agrees that the covenants contained herein are necessary for the protection of SAMUP’s legitimate business interests and are reasonable in scope and content.

 

8. ELECTRONIC SIGNATURE.

By selecting the “I Accept” button or by otherwise using the Services, User signs this Agreement electronically and agrees that User’s electronic signature is the legal equivalent of its ink signature on this Agreement. By selecting “I Accept” or by otherwise using the Services, User represents that it is authorized to enter into this Agreement, whether individually or on behalf of a third party, and User, including all associated and bound third parties, consents to be legally bound by the Agreement and its terms and conditions. User further agrees that its use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, or to otherwise provide SAMUP with instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures, or conditions constitutes its signature (hereinafter referred to as “E-Signature”), acceptance, and agreement as if actually signed by User in writing. User also agrees that no certification authority or other third-party verification is necessary to validate its E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between User and SAMUP. 

 

9. GENERAL PROHIBITIONS.

9.1 User explicitly agrees not to take any of the following actions:

(a) Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;

(b) Use the Services other than as authorized in this Agreement;

(c) Resell, sub-license, or otherwise share the Services with any third party, except as explicitly permitted herein;

(d) Display, mirror, or frame (i) the Platform; (ii) the Services; or (iii) Content or any individual element within the Platform, or Services, including SAMUP’s name and any SAMUP trademark, logo, or other proprietary information, in each case, without SAMUP’s express prior written consent;

(e) Access, tamper with, or use non-public areas of the Platform or the Services;

(f) Attempt to probe, scan, or test the vulnerability of any SAMUP system or network or breach any security or authentication measures;

(g) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by SAMUP, any of SAMUP’s providers, or any other third party (including another User) to protect the Platform, Services, or Content;

(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;

(i) Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;

(j) Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;

(k) Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;

(l) Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;

(m) Collect from or store on the Platform or Services any personally identifiable information or protected health information of Users or any other third party without such party’s express permission;

(n) Impersonate or misrepresent User’s affiliation with any person or entity;

(o) Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;

9.2 SAMUP reserves the right to immediately remove any User Content SAMUP reasonably believes to be in violation of this Agreement, and take such other steps as it deems necessary for any material breaches of this Agreement, including terminating this Agreement, suspending User’s use of the Platform and the Services, and notifying the relevant authorities. 

 

10. INDEMNIFICATION; LIMITATION OF LIABILITY.

10.1 User agrees to indemnify, defend, and hold SAMUP and its agents, contractors, partners, and affiliates, including its and their respective directors, officers, employees, agents and contractors (each, an “Indemnified Party”), harmless against all Claims made by User or any other third party resulting from, arising out of, or related to SAMUP’s or any other Indemnified Party’s provision of the Service, reliance on information and data furnished by User, or resulting from activities that SAMUP or any other Indemnified Party undertakes at User’s request, or at the request of anyone SAMUP or any other Indemnified Party believes in good faith to be an authorized agent of User, including, without limitation, costs, reasonable attorneys’ fees, and expert witnesses’ fees incurred in connection with such Claims. User agrees that neither SAMUP nor any other Indemnified Party will be liable for any loss or damage caused by SAMUP’s or any other Indemnified Party’s delay in furnishing the Services. 

10.2 In no event will SAMUP’s, or any other Indemnified Party’s, liability for any act or omission relating to the Services exceed the total charge for services actually incurred by the User and paid to SAMUP hereunder.

10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAMUP OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGES, INCLUDING PERSONAL INJURY TO USER AND ANY LOSSES OR DAMAGES SUFFERED BY USER AS A RESULT OF SUCH PERSONAL INJURY, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER SAMUP OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT NEITHER SAMUP NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE PLATFORM, OR ANYTHING USED IN CONNECTION WITH THEREWITH, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.4 As part of the Services, SAMUP provides, e.g., personalized fitness coaching, custom workout plans, and exercise demonstration videos. These activities and services are provided as-is, and the User explicitly assumes any and all liability related to, e.g., following such techniques, using such plans, and the risks of injury related to exercise, health plans, and fitness in general.  

 

11. MISCELLANEOUS TERMS.

11.1 Amendments. SAMUP reserves the right to change the terms, conditions, and Fees for the Services, these Terms of Service, and the Privacy Policy at any time and in its sole discretion. User is responsible for checking, and explicitly agrees to periodically check, the Agreement from time to time for any changes to the Agreement. SAMUP will endeavor to, but shall not be obligated, provide thirty (30) days prior notice of any material change, including Fees. Notice may be provided in writing, electronically, or via the Platform. If User does not wish to be bound by such change, User may discontinue using and terminate the Services before the change becomes effective. If User continues to use the Services after the change becomes effective, User will be bound by the change. User has the responsibility to ensure that User’s address, including any electronic address(es), billing, and account information in SAMUP’s records is accurate. The timing of an advance notice of change may be shortened when permitted or required by law.

11.2 Entire Agreement. This Agreement contains the entire understanding between SAMUP and User concerning the matters addressed herein.  

11.3 No Waiver. No waiver on behalf of any party of any breach of the provisions of this Agreement shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party’s rights with respect to any future breach of any of the provisions of this Agreement.  No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

11.4 Independent Contractors. SAMUP is an independent contractor with respect to the provision of the Services. SAMUP and User both specifically and expressly disclaim any intention to create a partnership or joint venture or to constitute any party as agent of the other. Nothing in the Agreement will result in a party being a partner of the other party nor impose any partnership obligations on any party. Additionally, nothing in the Agreement shall give User the ability to act on behalf of or bind SAMUP.

11.5 Severability. Should any section, sub-section, provision, or clause of the Agreement be deemed, for any reason whatsoever, to be invalid or inoperative, said section, sub-section, provision, or clause shall be deemed severable and shall not affect the force and validity of any other provisions of this Agreement. Moreover, the section, sub-section, provision, or clause deemed invalid or inoperative shall be amended by the court or arbitrator, as applicable, to achieve as close to the Parties’ intent as possible.

11.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.

11.7 Assignment. User shall not assign this Agreement without the prior written consent of SAMUP. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. SAMUP may assign this Agreement at any time in its sole discretion, including as a result of any sale, merger, consolidation, or asset sale with or to any third party.