LayZfit Terms and Conditions of Use
Last Updated: March 26, 2024
LayZfit (in Malaysia ) and each of their affiliates, subsidiaries and parent companies (collectively, “LayZfit”, “us”, “we” or “our”) are pleased to provide you with access to and use of our websites, mobile and device applications, content, streaming services, products, services, goods, equipment, equipment interfaces, promotions, software, technology and any other materials (collectively, “LayZfit Services”) that we may provide.
PLEASE READ CAREFULLY THIS INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER NOTICE: TO THE FULLEST EXTENT PERMITTED BY LAW, THESE TERMS (DEFINED BELOW) CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, REQUIRING YOU TO RESOLVE ANY DISPUTE (AS DEFINED BELOW) BETWEEN YOU AND LAYZFIT THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, INSTEAD OF IN COURT, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, REQUIRING YOU TO FOREGO ALL JURY TRIALS AND ALL CLASS, COLLECTIVE, CONSOLIDATED, AGGREGATE, MASS, AND REPRESENTATIVE PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. BY AGREEING TO THE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, CAREFULLY CONSIDERED, AND UNDERSTAND ALL OF THE PROVISIONS OF THE INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER PROVISIONS, AND THAT YOU EXPRESSLY AGREE TO BE BOUND THEREBY.
THE LAYZFIT SERVICES ARE NOT INTENDED FOR ANYONE UNDER THE AGE OF 18. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MAY ONLY ACCESS AND/OR USE ANY LayZLAYZFIT fit SERVICES WITH THE INVOLVEMENT AND APPROVAL OF YOUR PARENT OR GUARDIAN.
- Contract Between You and LayZfit; Privacy Policy.
These Terms and Conditions of Use (“Terms”) and our Privacy Policy form a legally binding agreement between you and LayZfit, and govern your access and use, and our provision of, the LayZfit Services and any other technology, content, items or other materials provided by or through LayZfit, or otherwise on which these Terms are provided (including via links). BY ACCESSING OR USING ANY LAYZFIT SERVICE, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS (INCLUDING WITHOUT LIMITATION SECTION 9 BELOW), OUR PRIVACY POLICY AND ANY AMENDMENTS THERETO, AND YOU AGREE YOU ARE AT LEAST 18 YEARS OF AGE.
Supplemental terms and conditions may apply to certain LayZfit Services, such as rules for a particular contest, sweepstakes, competition, or other activity, or terms that may accompany certain content, software or other materials accessible through the LayZfit Services, such as terms related to LayZfit streaming services (e.g., One-Day Pass Terms and Conditions, etc.) (“Supplemental Terms”). Any Supplemental Terms will be disclosed to you in connection with those other activities and will apply and govern specifically over such activities.
- Changes to These Terms.
We may in our sole and absolute discretion change these Terms or our Privacy Policy from time to time to comply with laws or to meet our changing business requirements. These revisions shall be effective for new users immediately upon being posted to the LayZfit Services; however, for existing customers, the applicable revisions shall be effective 30 days after posting unless otherwise stated. If you do not agree with any of the changes, you must discontinue using any and all LayZfit Services. By continuing to use any LayZfit Services after the 30-day period referenced above in this Section, you expressly accept any applicable changes. Please note our employees, customer service representatives, LayZfit independent Partner distributors, or other agents are not authorized to modify any provision of these Terms, either verbally or in writing.
- LayZfit’s Intellectual Property and Patent; Limited License to LayZfit Services.
- Ownership.
You acknowledge and agree that the LayZfit Services, and any logos, names, designs, text, graphics, software, content, files, materials, patent and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights contained therein, related thereto, or otherwise arising therefrom are owned by LayZfit Sdh Bhd or its affiliates, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain LayZfit Services (such as our mobile applications and online tools) and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of LayZfit and/or its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with LayZfit’s ownership of the LayZfit Services, and that you gain no rights, title, or interest in or to any LayZfit Services or any goodwill associated therewith, except as stated in these Terms or any executed written agreement between you and LayZfit. In addition, except as expressly set forth in these Terms, 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 LayZfit or any third-party. Any and all goodwill arising from your use of any LayZfit Services shall inure solely to the benefit of LayZfit.
- Limited License.
For any LayZfit Services which enable you to use any software, content, or other materials owned or licensed by us only after you become validly authorized by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license solely to access and use the specific LayZfit Services, and any related software, content, or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
- Restrictions.
You are prohibited from, and expressly agree that you will not: (i) circumvent or disable any content protection system, digital rights management technology, user and/or country limitations or any other technology used with any LayZfit Services; (ii) decompile, reverse engineer, disassemble or otherwise reduce any LayZfit Services to a human-readable form; (iii) remove identification, warnings, disclaimers, disclosures, copyright or other proprietary notices in or on the LayZfit Services; (iv) access or use any LayZfit Services in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity; (v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any LayZfit Services or any part thereof, except as expressly authorized in these Terms or as part of the LayZfit Services provided to you; (vi) introduce a virus or other harmful component, or otherwise tamper with, impair or damage any LayZfit Services or connected network, or interfere with any person or entity’s use or enjoyment of any LayZfit Services; (vii) access, monitor, or copy any element of the LayZfit Services using a robot, spider, scraper or other automated means or manual process without our express written permission; or (viii) sell, resell, or make commercial use of the LayZfit Services, unless you have an executed agreement with us that expressly allows for such activity. You may not access or use any LayZfit Service in violation of Malaysia or other applicable export control and economic sanctions requirements. By accessing or otherwise using any services, content or software through any LayZfit Services, you represent and warrant that: (ix) your access to and use of the LayZfit Services, or any content or software therein, will comply with any and all requirements in these Terms; (x) you are not located in a country that is subject to a Malaysia government embargo, or that has been designated by the Malaysia government as a terrorist supporting country, and that you are not listed on any U.S. or Malaysia government list of prohibited or restricted parties; and (xi) you will comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any LayZfit Services and our websites.
- Third-Party Services and Content.
Certain LayZfit Services may integrate, be integrated into, or be provided in connection with third-party websites, services, applications, tools, interfaces, content, and/or materials (“Third-Party Services”). We do not review or control any Third-Party Services. We additionally make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our websites, apps, software or any other element of the LayZfit Services. There is no implied affiliation, endorsement or adoption by LayZfit of these Third-Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and privacy policies that separately apply to these Third-Party Services.
Certain opinions, advice, statements, or other information, including without limitation, food, nutrition, and exercise data, may be made available by third parties through or in connection with the LayZfit Services (“Third-Party Content”). This Third-Party Content belongs to the respective authors or providers of the applicable Third-Party Content and these authors and providers are solely responsible for the Third-Party Content they provide in connection with the LayZfit Services. LayZfit DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON ANY LayZfit SERVICE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY AS PART OF ANY THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL LayZfit BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON THIRD-PARTY CONTENT POSTED ON THE LayZfit SERVICES OR TRANSMITTED TO OR BY ANY THIRD-PARTY IN CONNECTION WITH THE LayZfit SERVICES.
- Digital Purchases.
We may offer you an opportunity to purchase select stand-alone digital streaming content or other unique digital content offerings for a separate one-time payment in accordance with any offer terms (each a, “Digital Purchase”). Digital Purchases are offered as a license, not a sale or assignment of any rights in the Digital Purchase content, which allows you to stream on supported devices or temporarily download copyrighted materials for your personal non-commercial use. Digital Purchases require an active LayZfit account and valid email address and authorize you access to stream the Digital Purchase in accordance with the terms and conditions outlined herein. Unlike many LayZfit services and products, Digital Purchases are non-cancellable and non-refundable. Although Digital Purchases may be offered as a one-time “purchase” or option to “buy”, you are purchasing a perpetual streaming license to access the content.
- App Providers.
If you access any LayZfit Service using an Apple iOS or other third-party device, you acknowledge that each of those third-party companies, such as Apple Inc. (each, “App Provider”), will not be responsible for any damages arising out of the failure of a LayZfit Service to operate as intended.
When accessing any LayZfit Services by or through an App Provider, you acknowledge and agree that: (i) these Terms are concluded between you and LayZfit, and not with the App Provider, and that we are solely responsible for any LayZfit Services (such as mobile applications), and not the App Provider; (ii) the App Provider has no obligation to furnish any maintenance and support services with respect to any LayZfit Services; (iii) in the event of any failure of the LayZfit Services to conform to any applicable warranty: (a) you may notify the App Provider and the App Provider will refund the purchase price for the LayZfit Services to you (if applicable); (b) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the LayZfit Services; and (c) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (iv) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to any LayZfit Services or your possession and use of the LayZfit Services, including without limitation: (d) product liability claims; (e) any claim that the LayZfit Service fails to conform to any applicable legal or regulatory requirement; and (f) claims arising under consumer protection or similar legislation; (v) in the event of any third-party claim that the LayZfit Service or your possession and use of the same infringes that third-party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms; (vi) the App Provider and its subsidiaries, are third party beneficiaries of these Terms as it relates to your license of the LayZfit Services, and that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; and (vii) you must also comply with all applicable third-party terms of service when using the LayZfit Services. As also mentioned in these Terms, you represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
- Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THE LayZfit SERVICES, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS, GOODS, SERVICES, WEBSITES, APPLICATIONS, HEALTH, FITNESS, NUTRITION AND WELLNESS CONTENT AND ADVICE, OR ANY OTHER INFORMATION PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS AND OMISSIONS, AND WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE LayZfit SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, UPTIME, ACCESSIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE LayZfit SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. 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 LayZfit SERVICES. YOU AGREE TO USE THE LayZfit SERVICES AT YOUR SOLE RISK.
YOU WILL NOT HOLD LayZfit 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 LayZfit SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA, AS THE LayZfit SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH OUR WEBSITES, INCLUDING WITHOUT LIMITATION, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR SALE THROUGH OUR WEBSITES MAY BE AVAILABLE THROUGH MANUFACTURERS’ WARRANTIES, THOUGH NOT THROUGH LayZfit; PLEASE READ THE WARRANTIES INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE PRODUCTS/SERVICES FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY SERVICES, OR THIRD-PARTY PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.
- Mobile Networks; Texting.
When you access any LayZfit Services through a mobile network, such as one of our mobile applications, or you sign up for our text message programs, your network or roaming provider’s messaging, data and other rates and fees may apply. Not all LayZfit Services may work with your network provider or device.
When you sign up to receive text messages from us, you acknowledge and agree you will receive such text messages using an autodialer to the number you provide, and that your consent for us to send you text messages is not a condition of purchasing any LayZfit Services. Not all carriers may be included within our text messaging programs. You are free to opt-out of receiving text messages from us at any time. Please see any additional instructions provided to you at the time you sign up.
- Your Content and Account.
- User Generated Content.
The LayZfit Services may allow you and users of our websites to communicate, submit, upload or otherwise make available text, reviews, stories, images, photos, audio, video, media, chats, personally identifiable information (including health, wellness and nutritional data), feedback about our products and services, testimonials, success stories, or other content (“User Generated Content”). User Generated Content that you submit through your LayZfit Account or any other LayZfit Services will be stored, maintained and used by LayZfit in accordance with our Privacy Policy. You acknowledge certain types of User Generated Content that you submit, such as chats, photos, reviews, and message board entries, may be accessed and viewed by the public.
You may not submit or upload User Generated Content that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by LayZfit in its sole and absolute discretion. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you.
You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to or consent from any other person or entity, to use and exploit, and you fully and unconditionally authorize us to use and exploit, your User Generated Content in all manners and mediums (including commercial use) desired by LayZfit including as contemplated by these Terms. You agree to indemnify and hold us and our affiliates, parent companies, and subsidiaries, and each of their respective employees, officers, and directors harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third-party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. You waive any right to injunction or other equitable relief in connection with LayZfit’s use or exploitation of User Generated Content.
We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the LayZfit Services, or any authors, experts, celebrity trainers or otherwise. User Generated Content shall not state or reflect the attitudes and opinions of LayZfit, and any views and opinions expressed on our websites shall not be attributed to or otherwise endorsed by LayZfit.
- License to Your User Generated Content.
We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the LayZfit Services and on third-party sites and platforms such as Facebook, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, applications, or on our websites or in any other commercial manner. We are not, however, obligated to use your User Generated Content.
To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
- Public Forums.
Certain LayZfit Services include public forums, which include without limitation, discussion forums, message boards, blogs, chat rooms or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum and for the consequences of submitting or posting same. You acknowledge and agree LayZfit is not responsible for any content posted on public forums by any third parties, including without limitation any content which you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive or harmful. Nothing in this Section 4 is intended to prohibit your right to provide feedback or make critical statements about LayZfit, its Products or Services whether through your LayZfit Account or in any public forum.
- User Conduct.
You must only use the LayZfit Services for lawful purposes and in compliance with any applicable Codes of Conduct, and you must not use them in a way that is illegal or harmful, or infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of any LayZfit Services. In using any LayZfit Services, and in particular, our websites, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:
- copy, reproduce, or improperly use, post or access any content on the LayZfit Services;
- modify, distribute, or re-post any content on the LayZfit Services for any purpose;
iii. use the content on the LayZfit Services for any commercial exploitation whatsoever;
- disrupt or interfere with the security of, or otherwise abuse, the LayZfit Services, or any services, system resources, accounts, servers, or networks connected to
or accessible through the LayZfit Services or affiliated or linked sites; - access content, data or portions of the LayZfit Services which are not intended for you, or log onto a server or account that you are not authorized to access;
- attempt to probe, scan, or test the vulnerability of the LayZfit Services, including websites, applications, or any associated system or network, or breach security
or authentication measures without proper authorization;
vii. access any LayZfit Services or our websites through any automated means, such as “robots,” “spiders,” or “offline readers”;
viii. interfere or attempt to interfere with the use of the LayZfit Services by any other user, host or network, including, without limitation by means of submitting a
virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
- use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on the LayZfit Services;
- harass, “stalk”, disrupt or interfere with any other user’s enjoyment of the LayZfit Services or affiliated or linked sites;
- upload, post, or otherwise transmit through or on the LayZfit Services any viruses or other harmful, disruptive, or destructive files;
xii. use, frame, or utilize framing techniques to enclose any LayZfit trademark, logo, or other proprietary information (including the images found at our websites,
the content of any text, or the layout/design of any page or form contained on a page) without LayZfit’s express written consent;
xiii. use meta tags or any other “hidden text” utilizing a LayZfit name, trademark, or product name without LayZfit’s express written consent;
xiv. deeplink to the LayZfit Services, including our websites without LayZfit’s express written consent;
- create or use a false identity on the LayZfit Services, share your account information, use another individual’s account information, or allow any person
besides yourself to use your account to access the LayZfit Services;
xvi. harvest or otherwise collect information about LayZfit users, including email addresses and phone numbers;
xvii. download, “rip,” or otherwise attempt to obtain unauthorized access to any LayZfit Services, content or other materials;
xviii. post any copyrighted material unless the copyright is owned by you; and/or
xix. engage in any behavior or conduct that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic,
negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law,
as determined by LayZfit in its sole and absolute discretion.
- Your Account; Passwords.
Certain LayZfit Services permit or require you to create an account (such as a LayZfit account) to enjoy additional services and benefits that we provide. You agree to provide and maintain accurate, current and complete information for your accounts, including as applicable, your name, contact (including a valid email address), and payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, image, photo or likeness, or if applicable, provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.
We have adopted and implemented a policy that provides for the suspension or termination, in appropriate circumstances and in our sole and absolute discretion, of the accounts of users who violate these Terms, are repeat infringers of copyright, or engage in, encourage or advocate for offensive, abusive, or illegal conduct.
You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You may not share your password or other login information with any person; any use of your account by any person other than yourself is grounds for suspension or termination of your account. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the LayZfit Services. You agree not to use the account, username or password of any other account holder at any time. LayZfit will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.
- Member Public Profiles.
When you create an account with us (such as a LayZfit account), you may be asked to provide certain personal information, such as your name and e-mail address. Some of this information may be publicly viewable by others, such as other LayZfit members or account holders.
LayZfit relies on its members to provide current and accurate information, and we do not, and cannot, investigate information contained in member public profiles. LayZfit does not represent, warrant or guarantee the accuracy of public profile information, and hereby disclaims all responsibility or liability for any information provided by members by means of public profiles or otherwise.
You are solely responsible for your interactions with other members. You acknowledge and agree that LayZfit does not (i) screen its members; (ii) inquire into the backgrounds of its members; or (iii) review or verify the statements of its members, including without limitation, information or representations contained in public profiles. LayZfit does not warrant, endorse or guarantee the conduct of its members or their compatibility with you, and you agree to exercise all precautions in your interactions with other members. Like all open forums on the Internet or social media, you should always be careful about what you share in a public forum and, in particular, you should never share your password, social security number or any other personal information.
- LayZfit’s Products/Services; Websites; Orders.
- Our Guarantee.
Most of our products and services carry a specific money back guarantee, return or exchange policy starting from the date that the product or service is delivered or supplied to you. Please review the information provided with your product/service for specific details.
As applicable, to exercise your money back guarantee and/or return or exchange a product or initial digital subscription, log in to your account on LayZfit.com and locate your order. If your order is eligible for a return, you may initiate the return by obtaining a Return Authorization Number and follow the instructions provided to return the product. Products that come with a money back guarantee will receive a refund of the purchase price, less applicable shipping and handling, unless stated otherwise. You are responsible for paying to ship any products back to us. We will not process a refund or reship for products returned without a Return Authorization Number, returned products sent to the wrong address, or any loss or damage to returned products that occur in transit. If returned products are lost or damaged in transit, we reserve the right to charge you for, or not refund any amounts attributable to, any such lost or damaged products. Should you experience any difficulty or delay in returning a product and securing the proper refund, please email info@layzfit.com.
- Product and Service Descriptions, Price and Other Information.
We have taken reasonable precautions to ensure that all product descriptions, prices and other information shown on our websites are correct and fairly described. However, when ordering products or services through our websites, please note that:
- LayZfit reserves the right to not accept any orders if there is a material error in the description of the product or service, or if the price advertised is
incorrect; - LayZfit reserves the right to refuse, suspend, terminate, or discontinue the supply of any product or service to any customer, or change, suspend or discontinue any aspect of our websites, services or products at any time in our sole and absolute discretion;
iii. all prices are displayed in Malaysia Ringgit (as applicable) unless expressly indicated otherwise;
- packaging and contents may vary from that shown on our websites;
- any weights, dimensions, and capacities shown on our websites 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 applicable taxing authority, charged to your payment method, and reflected in the order
confirmation and package invoice we provide to you); and
vii. all 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.
Please also note that we may be required to change the terms of any products, goods or services 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 our websites, sending an e-mail to you at the address you provided at the time of purchase, or by including a notice in any products you receive on an automatic recurring or subscription basis. LayZfit will not incur any obligation as a result of such change. As a valued customer, you are always free to cancel future orders at any time by calling our friendly Customer Service at (601) 6209-6463 or via our website or through the App. By continuing to accept products, goods and/or services after we have notified you of a change to any terms, you will be deemed to have accepted the change.
- Order Processing.
We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will of course refund your payment.
All purchases are subject to applicable shipping and handling, and sales and/or other taxes, which will be applied to your order total. For non-shippable goods, sales and/or other taxes will be calculated based on the billing address provided. For shippable goods, sales and/or other taxes will be calculated based on the shipping address provided. For orders that consist of both shippable and non-shippable goods, sales and/or other taxes will be calculated based on the shipping address provided.
- Taxes.
For purchases where sales or transaction tax is applicable you will see the tax calculated on the checkout page before you are asked to confirm the purchase. Tax shown at checkout is an estimate and the actual tax collected may differ once we process the order. We use commercially reasonable efforts to calculate and remit the correct amount of tax required on each taxable purchase, but we do not guarantee the accuracy of the amount of the tax represented as owed. Minor errors may occur owing to the inability to accurately track multiple taxing districts, state and local “tax holidays,” and timing of rate changes or the application of certain taxes to categories of items we sell. As a result of any error, we may overcollect or undercollect your tax. In consideration of our allowing you access to the use of the LayZfit Services, and in collecting and remitting taxes required on your purchases, you hereby waive your right to claim that the tax collected on any purchase is incorrect in any respect and you agree to hold us, our officers, directors, employees, agents and representatives, harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys’ fees) made or incurred as a result of our error in calculating the taxes you owe for your purchases.
If you purchase any LayZfit Services on third party platforms, such as Apple, those third parties may be responsible for collecting and remitting applicable taxes to the taxing authorities.
- Your Personal and Payment Information.
When you provide any information to us for any reason, such as to sign up for an offer, use our mobile applications, or purchase our LayZfit Services, you agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment method information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment method. 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 method is cancelled (for example, for loss or theft). Changes to such information can be made by contacting Customer Service at (601) 6209-6463. To help keep your account current and prevent service interruption, you acknowledge LayZfit may update your payment method on file when it is set to expire or based on updates it receives from the bank that issues your payment method. You agree that your placement of an electronic order on our websites is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required. If you are accessing, using and/or purchasing any LayZfit Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms.
- Shipping.
We will take commercially reasonable efforts to ship your products within the timeframe we provided to you at the time of purchase. Please see the tracking information provided with your order confirmation for approximate delivery timeframes.
Please note that any timeframes we provide are good faith estimates and may be subject to change. We will take commercially reasonable steps to inform you in writing of any shipping delays that extend beyond the timeframe we provided at the time of purchase. Product availability may be limited in some cases and not available for immediate shipment. In that case, products may be delivered in separate shipments depending on availability. For example, if your purchase included two or more items, we may ship those products which are in stock, and later ship the other products to you when they become available. You are always welcome to email info@layzfit.com if you wish to cancel or modify your order due to a delay in shipping. We will not be liable beyond refunding your purchase price if there is a delay in delivering your product(s). We are not responsible for shipments which are returned to sender or refused at delivery, or shipping delays due to factors outside of our reasonable control, such as bad weather, natural disasters, strikes, protests, government disruptions, etc.
Since we are not authorized to sell our products in all jurisdictions, we may reject certain purchases based on the shipping address provided. Please note we reserve the right to set appropriate shipping terms for shipments to certain foreign jurisdictions that are fulfilled from U.S. warehouse locations.
- IMPORTANT AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED PRODUCTS.
We offer certain products and services on an automatic or subscription basis, so you can enjoy all the benefits of our products or services on a continuous basis. If you choose this option at the time of your purchase, you agree such products/services will automatically renew at the frequency disclosed to you at the time of your initial purchase (i.e., monthly, quarterly or annual basis, etc.). By choosing the automatic subscription option, you acknowledge and agree your subscription will automatically renew, and unless and until you cancel, you authorize us to charge your payment method for the products/services you continue to purchase, plus applicable shipping and handling, and taxes. If you purchased a subscription with a free trial period, you authorize us to charge your payment method when the free trial period ends, unless you cancel your subscription before the free trial period ends, and you will not receive a notice from us that your free trial period has ended. The charges will typically occur on or around the same day of the month as your initial purchase, although some charges may be delayed for business or legal reasons. Physical products will be delivered to the address you provided during your initial purchase. Certain subscription services, such as LayZfit and Pro Team memberships are not physical products, and thus, are not shippable. Your automatic subscription will continue until you or LayZfit cancels your order. If there are any changes to your subscription terms, such as pricing, frequency, date of charge or any other items, we will take commercially reasonable efforts to inform you in writing of such change.
- International Orders.
We do not directly sell certain products in any jurisdiction other than Malaysia as these products may not be approved for sale in other jurisdictions. While LayZfit may choose to accept orders for the purchase of its products from non-residents of Malaysia , the acceptance of such orders and the sale of such products will only be based on the following conditions precedent:
- you agree that the purchase of any LayZfit products by you, as a non-resident of Malaysia , shall be (a) ex works LayZfit’s facilities
(which may exist anywhere in the world), with all title risk and loss in the products passing to you from such facility and (b) for your
own personal use only and not for further resale or distribution in any manner; - you agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;
iii. you hereby expressly authorize and direct LayZfit to load and ship the purchased products to you to your designated ship to destination, and to
contract on your behalf with a common carrier or courier company for that purpose;
- you are the principal importer of record, responsible for ensuring any products can be lawfully imported into your country, and will undertake
responsibility for any and all applicable taxes, shipping, customs clearance, duties and import requirements from LayZfit’s facilities to your foreign ship
to destination; and - the United Nations Convention on the International Sale of Goods shall not apply to any purchase or sale, and LayZfit expressly opts out of such
application.
For products shipped outside Malaysia , please note that some LayZfit Services, including without limitation, exercise programs, content, manuals, instructions and safety warnings may not be localized in destination country languages; and the products, goods, services and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements. In those cases, you expressly accept those LayZfit Services in the English or French language and as they are sold.
- LayZfit.
If you are an active, paid subscriber of LayZfit, you will be able to stream a variety of LayZfit exercise and nutrition programs, and gain access to related digital program materials, such as Digital Purchases, workout calendars, nutrition guides, and more. LayZfit memberships are not transferable and may only be used by the individual who signed up for the account. If you cancel your membership, you will no longer have access to any LayZfit content through LayZfit, unless otherwise stated.
- We Want To Keep You Safe! Important Notice About Our Fitness and Nutrition Content, And LayZfit Partners.
- The LayZfit Services Do Not Constitute Medical Advice or Other Professional Healthcare Advice. Although LayZfit provides its products and services with your health and safety in mind, each individual has their own limitations and it is therefore critical that you consult your physician or other licensed healthcare provider for necessary medical or appropriate care, follow all safety and other instructions provided by LayZfit, and obtain appropriate authorization before accessing or using any LayZfit Services, especially if you are prone to injuries, are pregnant or nursing, are under 18 years of age, or have any other unique or special medical conditions. ALL LayZfit SERVICES ARE PROVIDED FOR ENTERTAINMENT AND INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO DIAGNOSE ANY MEDICAL OR HEALTHCARE CONDITION, REPLACE THE ADVICE OF A LICENSED HEALTHCARE PROFESSIONAL, OR PROVIDE ANY MEDICAL ADVICE, OPINION, DIAGNOSIS, TREATMENT OR GUARANTEE. The information made available on or through the LayZfit Services should not be relied upon when making medical or other important healthcare decisions. LayZfit DOES NOT PROVIDE CLINICAL SERVICES. ANY LayZfit PARTNERS OR INDIVIDUALS CERTIFIED BY LayZfit IN ANY LayZfit PRODUCTS OR SERVICES ARE NOT FUNCTIONING IN ANY CLINCIAL OR LICENSED MEDICAL OR PSYCHOLOGICAL CAPACITY; SUCH INDIVIDUALS ARE SOLELY PROVIDING INFORMATIONAL AND EDUCATIONAL SELF-HELP RESOURCES. THUS, IT IS EXTREMELY IMPORTANT THAT YOU CONSULT YOUR PHYSICIAN OR LICENSED HEALTHCARE PROVIDER – AND NOT LayZfit, LayZfit PARTNERS OR ANY INDIVIDUAL CERTIFIED BY LayZfit – IN CONNECTION WITH YOUR MEDICAL OR HEALTH CONDITION. YOUR USE OF ANY LayZfit SERVICES DOES NOT CREATE A DOCTOR-PATIENT, PROFESSIONAL-CLIENT, OR SIMILAR RELATIONSHIP BETWEEN YOU AND LayZfit OR YOU AND ANY PERSON CERTIFIED THROUGH LayZfit.
Any individual results using LayZfit Services may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition. The testimonials featured on our websites may have used more than one LayZfit product, nutrition program and/or supplements, or extended the program to achieve their successful results.
- Nutrition Information. Certain LayZfit Services, such as nutrition plans provided with our fitness programs and online nutrition database, and access to live chats with our nutrition team, provide nutrition, food, caloric and other related information designed to help our customers eat healthy to help them reach their health and wellness goals. While any nutrition information we may provide is designed to safely align with our related exercise regimens, you must consult your physician or other licensed healthcare provider (AND NOT LayZfit OR ANY LayZfit PARTNER) before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding. The LayZfit Services are not a substitute for professional care. If you have or suspect you may have a medical or psychological problem, or a nutritional deficiency or dietetic condition, you should consult your medical doctor, psychologist or nutritionist, as appropriate.
- LayZfit Partners. LayZfit Partners are independent third-party distributors of the LayZfit Services and responsible for conducting themselves and maintaining their independent businesses in compliance with, among other things and applicable laws. Due to this independent relationship, you acknowledge and agree that LayZfit is not responsible or liable for any acts or omissions of any LayZfit Partner, including through any statements or communications (verbal, electronic or otherwise), images or other conduct, and whether made within or through any LayZfit Services, social media, “offline,” or otherwise. We encourage you to report any inappropriate conduct by any LayZfit Partner to our Compliance Department: info@layzfit.com.
- Metrics, Values and Figures Are Estimates Only. Please remember that any metrics, values and figures presented or displayed on or within the LayZfit Services are estimates only and may be inaccurate. This includes without limitation nutritional values, such as calorie, fat, protein, fiber, and other related values, and equipment-related values, such as heart rate, cadence, resistance and any other related values. You must only use such metrics, values and figures for general reference only and always consult your physician or other licensed healthcare provider for necessary or appropriate care and advice.
- Safety Warnings. LayZfit provides safety warnings, along with care and use instructions for certain exercises, equipment, products and services. You must always carefully read and follow all such warnings and instructions prior to beginning any exercise, or use of any equipment, products or services. Failure to read and follow any applicable warnings and instructions could result in serious injury and/or death to you and others.
- Age Restrictions. You must always adhere to any minimum age restrictions and limitations related to any LayZfit Services, including without limitation, equipment and mobile application.
- Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any LayZfit Services (including without limitation, exercise, nutritional, and equipment and mobile application, independent LayZfit Partners, or individuals certified by LayZfit in any LayZfit products or services may involve potentially dangerous and physical activities that may lead to personal and/or LayZfitly injury, death, temporary or permanent disability, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold LayZfit harmless from and against all claims, suits, damages, losses, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any LayZfit Services.
- Piracy.
Counterfeit products hurt us all. While it causes immeasurable harm on a global basis—such as funding terrorism and organized crime, causing identity theft, and contributing to lost business and jobs—it also significantly harms companies, governments, and consumers. LayZfit is a victim of this problem and suffers from the illegal stealing, manufacturing, importing and selling of counterfeit LayZfit products. Although we are waging the war against counterfeit products, we need your help! If you ever learn of any counterfeit activity, please let us know by sending an email to info@layzfit.com
- Copyright Policy and Copyright Agent.
It is LayZfit’s policy to respect the copyright and other intellectual property rights of others. LayZfit may remove content from its websites or other properties that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, LayZfit may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, LayZfit complies with the Digital Millennium Copyright Act.
If you believe that content available on or through the online LayZfit Services, or accessible via links posted on online LayZfit Services, infringes your copyright, you or your authorized agent may submit a notification to us, as set forth in this policy. Please send a notification including all of the information described below (“Notification”) to our copyright agent by mail or e-mail using the contact information provided below.
You may be held liable for damages and attorneys’ fees if you make any material misrepresentations in a Notification. Therefore, if you are not sure whether content located on or accessible via a link posted on the online LayZfit Services infringes your copyright, you should contact an attorney.
A Notification must include the following:
- Identification of the copyright claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material (preferably a link to the material).
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent, or the law.
- The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A statement that the information in the Notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please direct Notifications via email to: info@layzfit.com
Upon receipt of a substantially compliant Notification regarding an alleged copyright violation, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing. We will also terminate in appropriate circumstances users who are willful or repeat infringers.
- DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
SECTION 9.1: Binding Individual Arbitration: This section 9 applies to the fullest extent permitted by applicable law and does not apply to individual residents in the province of Quebec.
THIS PROVISION AFFECTS HOW CLAIMS YOU (which includes all beneficial owners associated with a corporation, partnership, trust or other LayZfit Partner entity, if applicable) MAY HAVE AGAINST LAYZFIT OR THE RELATED PARTIES (which include LayZfit’s affiliates, owners, members, managers, managing agents, officers, directors, and employees), OR CLAIMS LAYZFIT OR THE RELATED PARTIES MAY HAVE AGAINST YOU, WILL BE RESOLVED. YOU UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 9 OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AGREEMENT OR THE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS INDIVIDUAL ARBITRATION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE DISPUTES. YOU FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE INDIVIDUAL ARBITRATION AGREEMENT IN THIS SECTION 9.1 IS UNENFORCEABLE.
Any controversy, claim or dispute of whatever nature arising between you, on the one hand, and LayZfit and/or the Related Parties, on the other, including but not limited to those arising out of or relating to these Terms, or the breach thereof; or the breach thereof; the sale, purchase or use of LayZfit products; or the commercial, economic, or other relationship between you and LayZfit and/or the Related Parties (for purposes of this dispute resolution agreement, each a “Party” and collectively the “Parties”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), shall be settled through binding individual arbitration, as provided in this Section 9.1, except that the arbitrator(s) shall have no authority to determine that an arbitration may proceed on behalf of or against a class.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LAYZFIT (INCLUDING THE RELATED PARTIES) WAIVE ANY RIGHT OR AUTHORITY TO HAVE ANY DISPUTE HEARD AS A CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ARBITRATION. YOU AND LAYZFIT (INCLUDING THE RELATED PARTIES) MUST BRING ANY DISPUTE IN AN INDIVIDUAL CAPACITY ONLY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ARBITRATION PROCEEDING. UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S DISPUTES WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. TO THE EXTENT ANY DISPUTES ARE NOT ARBITRABLE AS A MATTER OF LAW, THE PARTIES AGREE THAT LITIGATION OF THOSE DISPUTES SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION.
In the event the prohibition on class, collective, aggregate, mass and/or representative arbitrations is deemed invalid or unenforceable after exhaustion of all appeals of that issue, then, to the extent that class, collective, aggregate, mass and/or representative claims are asserted, such claims shall be litigated in accordance with Section 9.2.
Except as expressly provided herein, to promote to the fullest extent reasonably possible a mutually amicable resolution of Disputes in a timely, efficient, and cost-effective manner, the Parties HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OR ANY COURT.
Temporary and Provisional Relief: Except as provided below, no Party shall be entitled to commence or maintain any action in a court of law regarding a Dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this arbitration policy, any Party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order, preliminary injunction, or other provisional relief to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. In particular, and without limitation, you acknowledge that covenants relating to the protection of LayZfit’s trade secrets, confidential, and proprietary information are reasonable and necessary to protect the legitimate interests of LayZfit. You further acknowledge that your breach of such provisions and covenants would cause LayZfit irreparable harm, the amount and extent of which would be very difficult to estimate or ascertain, and for which LayZfit may have no adequate remedy at law. Therefore, the Parties shall be entitled to obtain provisional injunctive relief, a temporary restraining order, or such other temporary equitable relief as may be required to prevent a breach or threatened breach of such provisions and covenants. Furthermore, notwithstanding anything to the contrary herein, to the extent a Party contests the jurisdiction of a state or federal court to preside over claims for a temporary restraining order or preliminary injunctive relief as described above, the court in which such claim is made shall have exclusive jurisdiction to determine whether such claim is to be decided by the court.
The institution of any action shall not constitute a waiver of the right or obligation of any Party to submit any claim seeking relief other than temporary injunctive or enforcement relief to arbitration.
Related Parties and Third-Party Beneficiaries: Although these Terms are made and entered into between you and LayZfit, the Related Parties are intended third-party beneficiaries for purposes of the provisions of these Terms referring specifically to them, including this Section 9.1. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between you and LayZfit, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which the Related Parties may otherwise have concerning whether they can properly be made a party to any Dispute between the other Parties.
Protection of Confidential Information: The Parties agree that LayZfit has valuable trade secrets and confidential and proprietary information relating to its business and products. The Parties agree to take all necessary steps to protect from public disclosure such trade secrets and confidential and proprietary information.
SECTION 9.2: Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter or Dispute not subject to arbitration shall reside exclusively in the state or federal courts within Malaysia.
The Terms are to be construed in accordance with and governed by the laws of Malaysia,
SECTION 9.3: Waiver of Class Actions
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LAYZFIT AGREE THAT EACH PARTY IS WAIVING THE RIGHT TO PARTICIPATE IN ANY PURPORTED CLASS, COLLECTIVE, AGGREGATE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, SUCH PROCEEDINGS BROUGHT IN STATE AND FEDERAL COURT OF MALAYSIA. UNLESS BOTH YOU AND LAYZFIT AGREE IN WRITING, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, AGGREGATE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, ARBITRATION, OR OTHER PROCEEDING.
SECTION 9.4: Survival
THIS SECTION 9 SHALL SURVIVE THE TERMINATION, CANCELLATION, OR EXPIRATION OF THE AGREEMENT FOR ANY REASON.
- Indemnification; Limitation of Liability.
- Indemnification. You agree to indemnify and hold LayZfit, its parents, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, and suppliers harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys’ fees) made or incurred by any third-party arising out of or relating to your improper use of any LayZfit Services, your violation of these Terms, or your violation of any rights of a third-party.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LAYZFIT OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES, OR ANY OF THEIR SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO LAYZFIT OR ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY LayZfit SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF LayZfit AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO LAYZFIT FOR ANY LayZfit SERVICES. 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 LAYZFIT AND YOU. THE LAYZFIT SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. LAYZFIT WILL NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS 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, NATURAL DISASTER, CIVIL UNREST OR WAR.
- Miscellaneous.
- Submissions and Unsolicited Ideas Policies. LayZfit is constantly developing new products, from fitness, to healthy supplements, to online applications, and more. Although we typically develop programs internally, we understand some people may be interested in submitting their ideas for possible development and marketing within the LayZfit business model. Please note only those programs, products and ideas which promise to uphold, if not improve, on our standards and reputation for premium and innovative products may be considered for our brand portfolio. Since we are constantly working on dozens of new projects at any one time, and also provided with many overlapping ideas by individuals outside LayZfit, we cannot sign non-disclosure agreements to review any submissions or for follow up conversations, or promise that any ideas or products you submit are not already being developed by us. In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. If you agree with these Terms and believe your new product, program or idea will fit within our exclusive brand portfolio, you may send your ideas, product samples, training videos, or program demonstration submissions by emailing info@layzfit.com.
- International Users. Our websites are controlled, operated, and administered by LayZfit from its offices within Malaysia. LayZfit makes no representation or warranty that the materials contained within the LayZfit Services are appropriate or available for use at locations outside of Malaysia, and access to them from territories where the contents or products available through the LayZfit Services are illegal is prohibited. You may not use the LayZfit Services or export the LayZfit Services in violation of Malaysia export laws and regulations. If you access the LayZfit Services from a location outside of Malaysia, you are responsible for compliance with any and all local laws, rules, regulations, and ordinances.
- Notices. All notices required or permitted to be given under these Terms must be in writing. LayZfit may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH LAYZFIT IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY LayZfit OF AN EMAIL TO THAT ADDRESS.
- Severability. If any provision of the Agreement, in its current form or as it may be amended, is found to be invalid, or unenforceable for any reason, such provision shall be stricken and reformed only to the extent necessary to make it enforceable, and the balance of the Terms will remain in full force and effect. You hereby agree that the arbitrator or any adjudicator with appropriate jurisdiction pursuant to the Agreement shall enforce the Agreement to its fullest extent, while striking only those provisions that are found to be unenforceable, if any. Suspension; Termination. Notwithstanding anything to the contrary in these Terms, LayZfit may, in its sole and absolute discretion, suspend, disable, block, or terminate your access and use of any LayZfit Services (including without limitation, deleting your account(s) or any part thereof), or block, remove or delete any User Generated Content that you submitted, for any lawful reason, including if LayZfit determines in its discretion that you violated these Terms (such as and including by way of example, to the extent your conduct or User Generated Content violates these Terms or could damage LayZfit’s reputation or goodwill). If LayZfit suspends, disables, blocks, terminates or deletes your account, you may not re-register for or use the LayZfit Services under any other login or profile. LayZfit may block your access to the LayZfit Services to prevent re-registration. You agree that LayZfit will not be liable for any interruption or termination of your access and/or use of the LayZfit Services.
- No Third-Party Beneficiaries. Except as set forth in these Terms, only you and LayZfit may enforce these Terms; no third party shall be entitled to enforce these Terms.
- Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
- Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Legal Officer of LayZfit in order to be effective.
- Assignment. LayZfit may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
- Entire Agreement. Unless you are a LayZfit Distributor, these Terms constitute the final, exclusive and complete agreement between you and LayZfit regarding the subject matter hereof and supersede all agreements, communications and course of dealings between you and LayZfit.
If you are a LayZfit Partner, your Independent LayZfit Distributor contract includes several documents. In addition to these Terms, your contract with LayZfit, and if you enrolled as a business entity, the Business Entity Application & Agreement. We will refer collectively to these contracts as the “Distributor Agreement.” The Distributor Agreement (as it may be amended from time to time), constitutes the final, exclusive and complete agreement between you and LayZfit regarding the subject matter contained therein and supersedes all agreements, communications, understandings, and course of dealings between you and LayZfit.
- Language. It is the express intent of the parties that these Terms and all related documents have been drafted in English.