Terms & Conditions — NEWAVE FITNESS

Basic Terms

From the time of purchase, you coaching will begin. Please allow no more than 24 hours to receive your initial consultation form and further instructions for getting your personal program set up.

Further terms:

1. Silver Membership

a. You are allotted 4 consultations a month. You must use (1) of those on a weekly basis. You may not "stack" or book more than (1) consultation a week

b. You are required to attend your first (4) consultations, check-in to 55% of your workouts via our third party app, and show proof of your acknowledgement of your Meal Plans on a weekly basis (specified through an acknowledgement email between your NeWave Coaching Coach and yourself in order to qualify for the Money Back Guarantee.

2. Gold Membership

a. You are allotted 8 consultations a month.. You must use (2) of those on a weekly basis. We will allow "stacking" or booking both session allotted for the week in back to back times.

b. You are required to attend your first (8) consultations, check-in to 55% of your workouts via our third party app, and show proof of your acknowledgement of your Meal Plans on a weekly basis (specified through an acknowledgement email between your NeWave Coaching Coach and yourself in order to qualify for the Money Back Guarantee.

3. Additional Services

There are options to buy individual consultations. These are sold separate and are one time charges. These are only available to current members of NeWave Coaching LLC.

MEMBERSHIP AGREEMENT

Membership fees are not refundable unless you meet the criteria for the 30-Day money back guarantee. Memberships are not transferable and only you are authorized to use this membership. Only registered NEWave Fitness LLC members have permission to view and print any and all of the information provided within the NEWave Fitness LLC website. Members, or anyone otherwise, may not loan, rent, lease, or otherwise transfer the information to another person without the written permission of NEWave Fitness LLC. You may cancel your membership at any time (but no refund will be provided on programs already purchased). Your membership will automatically renew until NEWave Fitness LLC receives cancellation notice from you. Automatic renewal dates are based on the date that you provide payment.

NEWave Fitness LLC members will receive a password that provides access to Members Only areas of the website. The NEWave Fitness LLC membership password is strictly confidential and can only be known and used by the registered member. Anyone who shares or reveals their membership password is violating the conditions of this agreement. This will result in an automatic termination of membership and violators may be subject to a contract violation fee and/or criminal charges.

NEWave Fitness LLC reserves the right to deny services to anyone.

TERMS OF USE

Please read this agreement ("Agreement") carefully before accessing or using the NEWave Fitness LLC Web sites atwww.newavetraining.com and its affiliated sites (the "Sites"). By accessing or using the Sites, You agree to be bound by this Agreement. NEWave Fitness LLCd/b/a NEWave Training & Coaching ("NEWave Training & Coaching" or "We") provides the information and services on these Sites to you, the user, conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of the Sites constitutes your agreement to all such terms, conditions and notices. These Terms and Conditions of use apply to information you have received on the Sites in the past. The information and services offered on the Sites are provided with the understanding that neither NEWave Fitness LLC nor its representatives are engaged in rendering legal services or other such advice. Your use of the Sites is subject to the additional disclaimers and notices that may appear throughout the Sites and to the terms and conditions of the NEWave Fitness LLC Limitation of Liability Agreement (Individual) discussed below.

NEWave Fitness LLC and its representatives assume no responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the information, services or other material on these Sites. While NEWave Training & Coaching strives to keep the information on these Sites accurate, complete and up-to-date, NEWave Training and Coaching and its representatives cannot guarantee, and will not be responsible for any damage or loss related to, the accuracy, completeness or timeliness of the information.

These Sites and the information and services we provide may not be used by children under the age of 13.

NEWave Fitness LLCmay decline to provide you services in our sole discretion.

PRIVACY POLICY

At NEWave Fitness LLC ("NEWave Training & Coaching" or "We"), user privacy is an important concern. We are committed privacy and security, and to providing the best possible user experience for our users and online customers ("You"). We also strive to protect the personal and confidential information of those who use our on-line services. Please read our entire Privacy Policy. This policy may be updated by us from time to time, so please check here frequently.

LIABILITY RELEASE AGREEMENT

The services provided by NEWave Training & Coaching may involve certain risks to participants. You also agree to our Liability Release Agreement. You hereby agree to all terms, conditions and notices contained in that agreement.

PERSONAL AND NONCOMMERCIAL USE LIMITATION: PROHIBITED USES

We may provide online personal training services (the "Services"). NEWave Fitness LLC grants You access to the Sites during the term of this agreement solely to receive the Services and related information on the Sites. You may access, download print, copy and distribute and modify materials as necessary to receive the Services. You may not license, create derivative works from, frame in another Web page, use on any other Web site, or sell any information, databases or lists obtained from the Sites. When requested, you agree to provide true, accurate and complete user information. You shall not access or attempt to access password protected, secure or non-public areas of the Web Sites without our prior written permissionYou will comply with all privacy laws. You may not engage in the practices of screen scraping, data mining or any other bulk information gathering in connection with the Web Sites.

PROPRIETARY RIGHTS

All materials on these Sites (as well as the organization and layout of the Sites) are owned and copyrighted, licensed by, or used with permission that is granted to NEWave Fitness LLC. No reproduction, distribution, or transmission of the copyrighted materials at these Sites is permitted without the prior written permission of NEWave Training & Coaching.

YOUR ACCOUNT

If you use these Sites, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If your status as a user of the Sites is terminated, you will (i) immediately notify NEWave Fitness LLC, (ii) cease using the Sites and any information obtained from the Sites, and (iii) destroy all copies of your account information, password and any information obtained from the Sites.

Membership fees are not refundable unless you meet the 30-day requirement. Memberships are not transferable and only you are authorized to use this membership. Only registered NEWave Fitness LLC members have permission to view and print any and all of the information provided within the NEWave Fitness LLC website. Members, or anyone otherwise, may not loan, rent, lease, or otherwise transfer the information to another person without the written permission of NEWave Training & Coaching. You may cancel your membership at any time (but no refund will be provided on programs already purchased if outside of the 30-day periord). Your membership will automatically renew until NEWave Training and Coaching receives cancellation notice from you. Automatic renewal dates are based on the date that you provide payment.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of these Sites, you warrant to NEWave Fitness LLC that you will not use these Sites for any purpose that is unlawful or prohibited by these terms. If you violate any of these terms, your permission to use the Sites automatically terminates.

You may not, without the prior written permission of NEWave Fitness LLC, use any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on these Sites or accessed through these Sites.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THESE SITES AND THE SERVICES OFFERED AT THE SITES IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEWAVE FITNESS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEWAVE FITNESS LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO ON THE SITE OR THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SITES OR THE SERVICES.

LINKS TO THIRD PARTY SITES

These Sites may contain hyperlinks to web sites operated by parties other than NEWave Fitness LLC, or its affiliates. Such hyperlinks are provided for your reference only. NEWave Fitness LLC does not control such web sites, and is not responsible for their content. Inclusion of hyperlinks by NEWave Fitness LLC to such web sites does not imply any endorsement of the material on such web sites or any association with their operators, and your access to and use of such sites, including information, material, products and services therein, is solely at your own risk. Furthermore, because the NEWave Fitness LLC privacy policy is applicable only when you are on our Site, once linked to another web site, you should read that site’s privacy policy before disclosing any personal information.

USE OF SUBMISSION

You grant us the right to use, reproduce, modify, distribute, and display any material, including your testimonials, that you supply or communicate to the Sites for any purpose related to the Sites and the performance of the Services.

CHANGES TO SITE

NEWave Fitness LLC may make improvements or changes in the information, services, products, and other materials on these Sites, or terminate these Sites at any time. NEWave Training & Coaching may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. Accordingly, you agree to review the Agreement periodically, and your continued access or use of these Sites shall be deemed your acceptance of the modified Agreement.

MISCELLANEOUS

This Agreement and the resolution of any dispute related to this Agreement or these Sites shall be governed by and construed in accordance with the laws of Kansas, without giving effect to any principles of conflicts of law. Failure by NEWave Fitness LLC to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of these Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any legal action or proceeding between NEWave Fitness LLC and you related to this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of Kansas, County of Johnson. If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term. NEWave Training & Coaching and other logos, product and service names are trademarks and service marks owned by or licensed to NEWave Fitness LLC or its affiliates (the "Marks"). Without the prior written permission of NEWave Fitness LLC, or its appropriate affiliates, you agree not to display or use in any manner, the Marks.

NeWave Coaching LLC Subscription Agreement

When you sign up for coaching at NeWave Coaching LLC, you will be enrolled in a reoccurring plan that bills your subscription monthly on our "Silver" and "Gold" plans. The "Challenge" program, however, is a annual billing program where you will be billed only once and will not be automatically renewed. If you wish to cancel your monthly subscription, you must do so before the payment processes exactly (1) month from the date you purchase your program. There will be no additional charges. There are no refunds on the "Challenge" program because you are allotted all of your resources from your purchase in the beginning and you are able to use your consultations and other programming tools at your discretion.

This NeWave Coaching Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your"), and NeWave Coaching LLC ("NeWave", "we", "us", or "our"). It consists of the terms and conditions below, as well as the Online Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the "agreement"). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed as applicable. Key terms are defined in Section 9.
1. Use of Online Services.

a. Right to use. We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.

b. Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.

c. End Users. You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.

d. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating NeWave to you or to any third party. NeWave does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.

e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

f. Preview releases. We may make Previews available. Previews are provided "as-is," "with all faults," and "as-available," and are excluded from the SLAs and all limited warranties provided in this agreement. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.

g. Managed Services

(i) you may not resell or redistribute the NeWave Coaching Services, and

(ii) you may not allow multiple users to directly or indirectly access any NeWave Coaching Services feature that is made available on a per user basis.

h. We do not own or sell the software of which you will be using during your subscription. We will be using products from Trainerize, Evolution Nutrition, and MindBodyOnline to formulate a fitness plan that best fits you based on my professional expertise. At no time do we claim to own, manage, or distribute our third party services.

2. Purchasing services.

a. Available Subscription offers . The check-out provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:

(i) Commitment Offering . You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to NeWave Coaching Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Consumption Offering. Committed quantities not used during the Term will expire at the end of the Term.

(ii) Consumption Offering (also called Pay-As-You-Go) . You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.

(iii) Limited Offering. You receive a limited quantity of Online Services for a limited term without charge (for example, as a Trial Subscription) or as part of another NeWave Coaching offering (for example, MSDN). Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.

b. Ordering.

(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an "as available" basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.

(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b.

c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.

(i) For Commitment Offerings, the price level may be based on the quantity of Online Services you ordered. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those posted in the Portal at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or Non-NeWave Coaching Products. All prices are subject to change at the beginning of any Subscription renewal.

(ii) For Consumption Offerings, pricing is subject to change at any time upon notice.

d. Renewal.

(i) Upon renewal of your Subscription, this agreement will also renew, and your Subscription will thereafter be governed, by these terms once more. You may decline to renew your Subscription before the given date.

(ii) For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.

(iii) For Consumption Offerings, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.

(iv) For Limited Offerings or Trial Subscriptions, renewal may not be permitted.

f. Taxes . Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property or services ownership.

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
3. Term, termination, and suspension.

a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.

(i) One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee.

(ii) Subscriptions of more than one-month . If you terminate a Subscription to NeWave Coaching Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to NeWave Coaching LLC Services at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided.

For all other Online Services, if you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month's Subscription fee and you will receive a refund of any portion of the Subscription fee you have paid for the remainder of the Term; provided, however, no refunds will be provided for partially unused months.

c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then:

(i) For Limited Offerings, we may suspend your use of the Online Services or terminate your Subscription and your account immediately without notice.

(ii) For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.
4. Warranties.

a. Limited warranty.

(i) Online Services. We warrant that the Online Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.

(ii) Money-back Guarantee. In order to be eligible for the 30 day money-back guarantee for the subscription, a user must meet the following criteria:

(a) Attended all (4) consultations within the month period of buying the initial subscription.

(b) Show proof of date of download of program required applications and pdf of diet plan for all (4) weeks

b. Limited warranty exclusions. This limited warranty is subject to the following limitations:

(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;

(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;

(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and

(iv) this limited warranty does not apply to Previews or Limited Offerings.

c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply to the fullest extent permitted under applicable law.
5. Defense of claims.

a. Limitations. Our obligations won't apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-NeWave Coaching Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data, or a Non-NeWave Coaching Product, data, or business process; (iii) your use of a NeWave Coaching trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.

c. Remedies. If we reasonably believe that a claim under Section 5.a.(i) may bar your use of the Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.

d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
6. Limitation of liability.

a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. For Products provided free of charge, NeWave Coaching's liability is limited to direct damages up to $5,000.00 USD.

b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.
7. Miscellaneous.

a. Notices. You must send notices by mail, return receipt requested, to the address below.

Notices should be sent to:

Copies should be sent to:

NeWave Coaching LLC

3004 S Market St.

APT 1042

Gilbert, AZ 85295

USA

You agree to receive electronic notices from us, which will be sent by email to the account administrator you specify in the Portal. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the Portal is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without NeWave Coaching's consent.

c. Consent to partner fees. When you place an order, you may be given the opportunity to identify a "Partner of Record" associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to our paying fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. Our prices for Online Services are the same whether or not you identify a Partner of Record.

d. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

e. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

f. No agency. This agreement does not create an agency, partnership, or joint venture.

g. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

h. Applicable law and venue. This agreement is governed by Washington law, without regard to its conflict of laws principles. Any action to enforce this agreement must be brought in the State of Washington. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.

i. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this NeWave Coaching Online Subscription Agreement, (2) the Online Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.

j. Survival. The terms in Sections 1, 2.e, 3.b, 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.

k. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.

l. Force majeure . Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.

m. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

n. Stamp tax. NeWave Coaching will not be responsible for any stamp taxes that might be owed pursuant to this agreement entered by Customer and/or Customer's Affiliates. Upon NeWave Coaching's request, Customer and its Affiliates will provide to NeWave evidence of payment of the appropriate stamp taxes to the appropriate authorities.
8. Definitions.

Any reference in this agreement to "day" will be a calendar day.

"Acceptable Use Policy" is set forth in the Online Services Terms.

"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.

"Consumption Offering", "Commitment Offering", or "Limited Offering" describe categories of Subscription offers and are defined in Section 2.

"Customer Data" is defined in the Online Services Terms.

"Customer Solution" is defined in the Online Services Terms.

"End User" means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.

"Managed Service Solution" means a managed IT service you provide to a third party that consists of the administration of and support for NeWave Coaching LLC Services.

"NeWave Coaching Services" means one or more of the NeWave Coaching services and features identified at https://www.newavecoaching.com/home-fulton/, except where identified as licensed separately.

"Non-NeWave Coaching Product" is defined in the Online Services Terms.

"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal.

"Online Services" means any of the NeWave Coaching online services subscribed to by Customer under this agreement.

"Previews" means preview, beta, or other pre-release version or feature of the Online Services or Software offered by NeWave Coaching to obtain customer feedback.

"Product" means any Online Service.

"SLA" means the commitments we make regarding delivery and/or performance of an Online Service.

"Software" means our third party companies's software we use to integrate our program to fit your lifestyle.

"Subscription" means an enrollment for Online Services for a defined Term as specified on the check-out page. You also have the option for an open-ended agreement that is based on a month to month subscription that auto-renews every month. You may purchase multiple Subscriptions, which may be administered separately and which will be governed by the terms of a separate NeWave Coaching Subscription Agreement.

"Term" means the duration of a Subscription (e.g., 30 days or 12 months).