Terms of Service

HIGHER GROUND TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, AND AVAILABLE REMEDIES RESULTING FROM YOUR USE OF HIGHER GROUND SERVICES. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AS DESCRIBED BELOW.

THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS THAT MAY LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY AS DETAILED BELOW. THESE TERMS ALSO CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

Some terms may not apply to you, depending on where you are in the world, so please look out for any notices explaining terms that are relevant to particular countries only.

Hey, guess what, like every other company around, we’ve got some rather detailed Terms of Service.

We know it’s a long page, and that’s because it’s broken up into chunks which detail different aspects of the higher Ground service. Essentially, what it says is that we do our best to provide you with a great service, governed by reasonable rules and expectations.

OK, so let’s start…

1. SCOPE OF AGREEMENT

Higher Ground , and any of its affiliates (“us”, “we”, or “our”) provides fitness classes and related Products, Services, content and features through our websites to you (any reference to you, shall also include any customer classified as a minor whose guardian must accept and ensure compliance with these terms on their behalf):

https://www.highergroundclub.com

through our mobile applications (e.g., iOS and Android) (together, the “Apps”), and at our brick-and-mortar studios (collectively, with any other services, content, features or products that we provide that link to these Terms, (the “Services”).

These Terms of Service (the "Terms") are an agreement between you and Higher ground that sets forth the legally binding terms and conditions for your use of the Services. By signing these Terms or continuing to use our Services, you agree that such use is legally sufficient consideration under these Terms. If you are enrolling or signing for a minor (14-18) years of age, or older if applicable in the minor’s jurisdiction of residence, the above applies equally to said minor.

By accessing or using the Services in any manner, including, but not limited to, visiting or browsing the Sites, downloading or using the App(s), attending classes in our studios or at home, or contributing content or other materials to the Sites or on or via the App(s) (as applicable), you acknowledge that you have read and understood this Agreement and you agree to be bound by these Terms. You are only authorized to use the Services if you agree to abide by all applicable laws and to the Terms. Please read the Terms carefully and save a copy for your own records. If you do not agree with (or cannot comply with) these Terms, you should leave the Sites or App and discontinue use of the Services immediately; do not install, copy, or use the Service, software or any music, images, video, text, or other material available through the Service ("Content").

While these Terms apply to you anytime you are using our Services, certain provisions of these terms will only apply to you when you are taking part in one of our exercise classes, either online or at a Studio (our “Classes”). For these terms, please see the General Policies, Rules and Regulations Governing Participation in Our Classes section.

2. ACCESSING THE SERVICES

To access the Services, you may be asked to provide certain details or other information. It is a condition of your use of the Services that all the information you provide to us is correct, current and complete. You agree that your failure to provide complete and accurate information may result in the termination of your access to the Services.

By using our Services, you represent that you are at least 14 years of age, and, if between the ages of 14 and 18, your parent or guardian has consented to the Terms and your use of the Services. IF YOU ARE A PARENT/LEGAL GUARDIAN AND YOU PROVIDE YOUR CONSENT TO A TEENAGER’S ACCESS TO AND USE OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. A minor 14 -15 years of age may participate in classes only with a parent or legal guardian present and attending the class. Minors 16 – 17 years old may participate in classes without a parent or guardian, but the parent or guardian must agree to these Terms on their behalf. No one under 14 years of age may use the Services.

From time to time, we may restrict access to some or all parts of the Services, including studio classes, the Sites, and App(s).

You agree to abide by the rules and policies established from time to time by Higher Ground. Such rules and policies will be applied generally in a non-discriminatory manner to users of the Service and any related software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.

3.ONLINE ACCOUNT AND ACCOUNT SECURITY

In order to access some Services available on the Sites and App(s), you will have to create an account ("Account"). You may only have one active Account at any given time and may not allow other people to use your Account to access or use our Services. You may not use another person’s Account. We expect you to accurately maintain and update any information about yourself that you have provided to us. You agree that you are solely responsible for the activity that occurs on your Account. You agree to keep your account password secure and confidential. You agree to notify us immediately of any breach of security or unauthorized use of your account.

We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of our Services and your Account, including without limitation, terminating your Account, changing your password or requesting information to authorize transactions on your Account.

WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

4. AUTHORIZED USE OF OUR SERVICES AND PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms. While using the Services, you are required to comply with all applicable statutes, orders, regulations, rules and other laws, as may be relevant in the jurisdiction in which you receive the Services or reside.

In addition, we expect users of the Services to respect the rights and dignity of others.

You agree not to use the Services or Content, for any reason whatsoever:

· For any unlawful purposes, or that could violate any applicable federal, state, local, or international law or regulation, as may be relevant in the jurisdiction in which you receive the Services or reside;

· To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or other persons using the Services or expose them to liability.

Additionally, you agree not to, for any reason whatsoever:

· Use the Services or Content for any commercial purpose;

· Use the Services in any manner that could disable, overburden, damage, or impair the Sites or the Apps or any other party’s use of the Services;

· Use any robot, spider or other automated device, process, or means to access the Service for any purpose;

· Use the Services to distribute unsolicited promotional or commercial content, or solicit other persons using the Services for commercial purposes;

· Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Services any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;

· Post to or transmit through the Services any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;

· Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or Content;

· Make available for sale or rent, or any other type of redistribution, any Content;

· Use the Content or Services in any unlawful manner or in whole or in part for any unlawful purpose;

· use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with our prior written consent;

· Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;

· Disseminate or introduce through the Services any viruses, worms, spyware, trojan horses, logic bombs, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;

· Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services or tamper with any security components, usage rules or other protection measures applicable to the Service or Content;

· Build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services are within the scope of any patent;

· Interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services;

· Assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Services;

· Make any use of the Content that would infringe any copyright therein; or

· Otherwise attempt to interfere with the proper working of the Services.

5. ORDERS, PURCHASES AND REFUNDS

Our Sites or Services may allow you to purchase Products directly from us in the form of class packages, memberships, gift cards, apparel, exercise equipment, accessories, early bookings, smoothies, and other related services or goods ("Products").

We may make improvements and/or changes to our Products, add new features, or terminate a Product at any time without notice. We also:

(a) reserve the right to change the Products advertised or offered for sale through our Services, the prices or specifications of such Products, and any promotional offers at any time without any notice or liability to you or any other person;

(b) cannot guarantee that our Products advertised or offered for sale through our Services will be available when ordered or thereafter;

(d) do not warrant that information on a Sites or Apps or provided at a studio (including without limitation product descriptions, colors or photographs) is accurate, complete, reliable, current or error-free; and

(e) reserve the right to modify, cancel, terminate or not process orders (including accepted orders) where the price or other material information on our Sites or App is inaccurate, where we have insufficient quantities to fulfill an order or for any other reason in our sole discretion. If we do not process an order for such reason, we will either not charge you or will apply credit to the payment type used in the order. Some jurisdictions may not allow the exclusions and disclaimers of certain implied warranties, so some of the provisions of this section may not apply to you.

Promo Codes and Discounts: We may offer promo codes, discounts, coupon codes, and/or other offers that provide a benefit to you when entered upon checkout. These cannot be applied to prior or completed transactions, they must be provided at the time of purchase. Generally, promo codes and discounts cannot be combined with other offers or used with subscription orders. Only consumers can use promo codes, they cannot be used by resellers, wholesalers, practitioners, or the like. Any such promo code, discount or other offer may be discontinued or voided at any time. You may have no right to discounts, coupons, or offers that are expired or discontinued even if they remain visible on the Sites.

Taxes: If we are legally required to collect sales tax on Products you order, the tax amount will be added automatically to your purchase price. On rare occasions an error in our tax database may cause the sales tax charge to be incorrect. If this happens, at any time up to two years from your date of purchase you may contact us for a refund of tax overcharges. This right to a refund is your exclusive remedy for sales tax errors.

Freezing membership: You can also freeze your membership for up to 3 months for an injury. If you wish, you can also freeze a membership if you are pregnant, for the duration of your pregnancy. We support you and when you are ready to come back to class postpartum, you can take it at your own pace. You know your body best and we are so impressed with our Mamas-to-be and new mamas in class.

Reservations: YOU MUST BE PHYSICALLY PRESENT 5 MINUTES PRIOR TO THE START OF YOUR SCHEDULED CLASS OR YOUR SPOT MAY BE GIVEN TO A WAITLISTED CLIENT AND YOU WILL NOT BE REFUNDED FOR THAT CLASS.

IF IT IS YOUR FIRST HIGHER GROUND CLASS, YOU MUST BE PRESENT 15 MINUTES PRIOR TO THE START OF THE CLASS.

Membership Packages: Membership packages can be canceled with a doctor’s order or a verified move out of the region where your membership is active, although documentation may be required in either case and we do not guarantee any such cancellation. We have the final say on whether to grant a cancellation of a membership package in our sole discretion.

Payment Processing: We may use Stripe, a third-party payment processor to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and your information may be subject to their privacy practices. Stripe’s current terms of service may be found at https://stripe.com/legal.

Refunds, Returns, Exchanges and Cancellations:

Online Product Purchases: Unused Product(s) purchased on our Sites or Apps, with the exception of classes and membership packages, may be returned or exchanged within 30 days of purchase. In order for a Product to be eligible for return or exchange (an "Eligible Product"), Products must be unworn, unwashed and/or unused, as applicable, and must be returned in new condition.

· Refunds: Eligible Product returned within seven (7) days of purchase will be eligible for a full refund, and you will receive credit to your original form of payment. If we are unable to credit that form of payment, your refund may not be completed and may contact you for new payment information or provide your refund in another way, such as store credit. For Eligible Product returned after 7 days of purchase, store credit will be issued. The store credit will be usable for up to 30 days.

· Exchanges: Any Eligible Product returned within thirty (30) days of purchase may be exchanged for another item of equal or lesser value. If you are making an exchange, your desired item may not be in stock. New products that are in stock may not equate to an even exchange and there may be a price difference between the new product and the returned product. Any difference in pricing for an exchange will be placed back on the original method of payment if the exchange is made within seven (7) days of purchase. If we are unable to do so, your exchange may not be completed. We may contact you for new payment information or elect to issue store credit instead. If the exchange is made after seven (7) days of purchase, the difference will be issued as store credit, which shall be usable for 30 days.

No returns or exchanges will be provided without a receipt. Products are only eligible for a return or an exchange, not both. We reserve the right to only issue a refund, or require an exchange, in our sole discretion regardless of what the Sites may indicate. Refunds will not be issued for products that have not been purchased directly through the Sites.

Not all Products are available for return. Sales of the following items are final and not eligible for a return or exchange:

· Sale merchandise (items that have been marked down and are included in the " final few" section or included in any FLASH SALE.

· Equipment (ie: dumbbells, bands)

· PPE items (ie: masks, gloves, wipes, etc.)

· Any other item that we mark as not eligible for return, such as exclusive items that have limited quantities.

Classes and Membership Packages: Classes and membership packages are non-refundable. We do not offer refunds on purchases for our classes and membership packages, beyond your statutory rights.

Studio Refund Policy: Unused merchandise (Fully tagged with no stains) purchased at Higher Ground studio locations will be accepted for a full refund within 7 days of purchase. After 7 days, a store credit will be issued, which will be usable for up to 30 days. No returns will be provided without a receipt.

Cancellations: YOU MUST CANCEL A CLASS 4 HOURS IN ADVANCE OR YOU WILL BE DEDUCTED THAT CLASS. This includes switching time slots, which must be done at least 4 hours in advance or you will be deducted the class. You may cancel class through our online system or by calling the applicable studio directly.

Shipping & Exchanges:

Shipping fees vary by Service, your location and your selected shipping method. The fees can be found as calculated during the order completion process before checking out. Unless otherwise indicated, we are only able to ship to one shipping address per order. If you'd like to ship to multiple addresses, please place separate orders for each unique address. Most products may be shipped to a P.O. Box or Military APO/FPO addresses, but some restrictions apply. Please make sure your address is correct. Once in transit, we cannot redirect shipments to a new or different address. If you order is returned for an invalid or incorrect address your order will be returned to stock and the order refunded less any shipping charges.

We are not liable for any lost shipments when USPS is selected as the shipping method.

Processing: Please allow for 2-3 Business Days for processing your order before it can be shipped (excluding weekends and holidays).

6.GENERAL POLICIES, RULES, AND REGULATIONS GOVERNING OUR CLASSES

Non-Recording of Studio/Online Classes Agreement: You acknowledge and agree that any type of recording or transmission (video, audio, still photography, streaming, social media posting, etc.) of any Higher Ground classes or activities, whether in person or online, is strictly prohibited without the prior written consent of an authorized corporate officer of Higher Ground. Higher Ground instructors are not authorized to provide consent. This includes even a temporary recording/ transmission of a Higher Ground online class via online platforms such as SnapChat, Zoom, Facebook, or Instagram.

You are, however, permitted to record and post lawful, non-offensive content related to your participation in a Higher Ground online or studio class before and/or after a class with the consent of each participant who is identified in your content.

Any violation of this non-recording agreement is grounds for exclusion from participation in any Higher Ground activities or Services. You further agree to indemnify, defend, and hold harmless Higher Ground, its officers, directors, employees, agents, and instructors, from and against any claims, lawsuits or other actions, and all resulting loss, damage or cost of any kind (including reasonable attorneys’ fees), resulting from your violation of this non-recording agreement.

Higher Ground Feed: Notwithstanding the language above, you are allowed to share your live feed with your class and/or instructor while taking part in a Higher Ground class, provided that you otherwise comply with all rules associated with the program, our Services, and all other obligations under these Terms, including but not limited to, the obligations contained in the Prohibited Behavior and User Content section below. Please remember that anything you share pursuant to these feeds will be public and that you may not share, or cause to be shared any Prohibited Content.

Prohibited Behavior: We want our classes, studios and all other Services to be safe and enjoyable environments for all of our users. With this in mind, we have established certain behavior that will not be tolerated while utilizing our Services ("Prohibited Behavior"). While using or taking part on our Services, whether in one of our studios, or at home or some other location, you agree that you shall not:

· Wear inappropriate clothing that is unnecessarily revealing, intimidating or that contains messages or images that a reasonable person may find objectionable;

· Exhibit nudity, indecent exposure or exhibitionist behavior of any type. This type of behavior could result in criminal charges being brought against you;

· Play music that can be heard by others taking part in our Services;

· Wear clothing that is inappropriate or unsafe for our workouts,NO BARE FEET

· Allow any indecent or objectionable pictures, movies, words, or any other content be viewable or audible on your stream;

· Interfere with other users' enjoyment or participation in our Services;

· Interrupt or interfere with our instructors or staff members;

· Use our equipment in any manner for which they were not designed or that is not the proper use for the equipment;

· Take part in our Services while under the influence of Alcohol, Marijuana, or any other intoxicant or narcotic;

· Use your phone or other electronic device other than for the explicit purpose of streaming or taking part in our Services; OR

· Violate any rule or regulation posted in our studios, on our equipment or given to you by an instructor or staff member, including but not limited to:

o always PLACING YOUR WEIGHTS BACK

o using only your mat and not respecting the space of others

o notifying the instructor prior to class start time if you are recovering from injury or illness or have known sensitivities.

The above list is non-exhaustive, and we, and our instructors and staff members, reserve the right, in our sole discretion, acting reasonably, to determine what constitutes Prohibited Behavior.

Any breach of any part of this clause 6 is grounds for exclusion from participation in any Higher Ground activities, and/or the termination of any Services and/or the permanent ban of using any Services in the future.

WE AND OUR INSTRUCTORS AND STAFF MEMBERS RESERVE THE RIGHT TO REMOVE YOU FROM A CLASS, STUDIO OR OUR SERVICES AT ANY TIME, IN OUR SOLE DISCRETION, FOR EXHIBITING ANY PROHIBITED BEHAVIOR.

Please note that local and/or national laws may be more prohibitive than our Prohibited Content rules, and you agree that you shall abide by all laws, regulations, rules or other ordinances wherever you are.

Health and Safety

By agreeing to these Terms, enrolling online, and/or attending classes, events, activities, and other Higher Ground programs, whether online or in a Higher Ground facility or using Higher Ground equipment, and/or by using the Services, you hereby acknowledge and agree:

(a) there are certain inherent risks and dangers in the strenuous nature of the Higher Ground workout program;

(b) you have voluntarily chosen to participate in an intense physical exercise program;

(c) you understand that Higher Ground strongly recommends that you consult with a licensed physician prior to commencing any classes;

(d) you have been fully informed of the strenuous nature of this exercise program and the possibility of adverse physiological occurrences including, but not limited to: abnormal blood pressure, fainting, heart attack or death;

(e) no physician or general practitioner has ever informed you that you have a heart condition and/or that you should not partake in the type of physical activities inherent in our classes;

(f) you have no ailment or injury that could be aggravated or made worse by taking part in our Services;

(g) you do not know of any reason why you should not, or that it would be harmful to your health to, take part in our classes or Services; and

(h) if you are pregnant, you agree that:

(i) You will inform your instructor; and

(ii) you have consulted a physician or general practitioner that has approved your use of the relevant services.

If you are taking part in our classes or related Services from your home, or any other location that is not a Higher Ground studio, through Services such as Higher Ground, we cannot guarantee the adequacy or safety of any of the equipment you use, the location or your surroundings. Please take the upmost care to protect your safety while utilizing our Services in this way and only use equipment in the way it was intended to be used.

YOU ASSUME ALL RISK FOR YOUR HEALTH AND WELL-BEING, AND FULLY RELEASE AND HOLD HARMLESS FOR ANY RESPONSIBILITY, COST OR DAMAGES Higher Ground AND ITS ENTITIES, ITS INSTRUCTORS, MEMBERS AND EMPLOYEES FOR ANY INJURY, HARM OR LOSS YOU MAY SUFFER, INCLUDING DEATH, AS A RESULT OF PARTICIPATION IN ANY Higher Ground ACTIVITIES OR SERVICES. You must sign and agree to these Terms before you take part in our classes. If you are enrolling a minor (an individual who is not the age of majority in their jurisdiction of residence) of at least 14 years of age in our classes, the above release applies equally to said minor.

Personal Belongings: You agree that we are in no way responsible for the safekeeping of your personal belongings while you are present in the studio. You assume all risk of loss for any of your personal belongings.

7.DESCRIPTIONS, TESTIMONIALS, OPINIONS, RELIANCE

Our Services may contain expert or instructor opinions. Information on the Sites identified as expert or instructor opinion, or accessed from any of our Services by hyperlink, represents the opinions of these respective experts or instructors, which are not necessarily those of Higher Ground.

Our Services may also make statements related to supplements, diets or similar products or advice. Those statements should not be taken as medical advice or statements about a supplement’s or diet's effectiveness or suitability for treatment of a medical condition.

Our Services may contain blogs or other testimonials or opinions with information about how to use a product or our Services, or statements about a product or Service's effectiveness. Some of these statements are not written by us and do not represent our opinion. Other statements may be written by us but are not a representation or warranty about a product or Service and should not be relied upon as such.

Similarly, our Services may present you with information on events, charitable causes, and the like. This is presented for informational purposes only and should not be considered our endorsement of same.

The information presented on or through our Sites or Services, whether originating from Higher Ground, our employees or affiliates, or a third party, is made available solely for general information purposes. We make no warranties or representations as to the accuracy, currency, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We reserve the right to withdraw or amend our Sites or Services, and any service or material we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Sites or Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites and Services, or the entire of our Sites and Services.

WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY TESTIMONIAL, BLOG, DESCRIPTION, OR OPINION POSTED ON ANY OF OUR SERVICES TO THE MAXIMUM EXTENT ALLOWED BY LAW. CLAIMS CONTAINED IN TESTIMONIALS, BLOGS, DESCRIPTIONS, OR OPINIONS HAVE NOT BEEN SUBSTANTIATED SCIENTIFICALLY OR BY THE FOOD AND DRUG ADMINISTRATION. YOU UNDERSTAND THAT NONE OF OUR SITES PROVIDE MEDICAL ADVICE, MAKE CLAIMS ABOUT DRUG EFFECTIVENESS, OR DETAIL TREATMENTS FOR SPECIFIC ILLNESSES OR AILMENTS. WE MAY NOT BE HELD LEGALLY RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF OUR SITES OR SERVICES.

8.USER CONTENT

You are responsible for any information, text, reviews, posts, images, videos or other materials or content that you post using our Services, upload to us, or transmit through our Services (“User Content”). We reserve the right to alter or delete any User Content for any reason. You agree, represent and warrant that any User Content you post or share on our Services or transmit through our Services is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post or otherwise make available on or through our Services any User Content protected by copyright, trademark or other proprietary right of any third party without the express written permission of the owner of such right(s). YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES RESULTING FROM ANY INFRINGEMENT OF COPYRIGHT, TRADEMARK, PROPRIETARY RIGHTS, OR ANY OTHER HARM RESULTING FROM SUCH USER CONTENT.

By sending any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.

PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION.

User Content License: By submitting User Content to us directly or indirectly (including through any use of third party social media platforms directed at us,you grant to us the ability to use such User Content as we wish.

You also grant each user of the Services the ability to access your User Content through a Service, and to tag, rate, review, comment on, use, reproduce, distribute, display and perform such User Content as permitted through the functionality of a Service and under these Terms.

Forums

We may also host message boards, user-generated content, promotions, reviews, blogs, and other interactive features or services.

User Content, and are acting only as a passive conduit for such User Content. User Content may include suggestions for uses of our products that have not been evaluated or approved by us; we do not recommend such uses. You should never use our products in any manner other than as is described on its packaging. WE RESERVE THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON.

Forums are Public: You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that any User Content you communicate in Forums may be seen and used by others. You understand that our staff, outside contributors, or other users connected with us may participate in Forums or other aspects of the Sites and may employ anonymous usernames when doing so. Any user failing to comply with this Agreement may be expelled from and refused continued access to Forums in the future. However, we are not responsible for User Content that you or others choose to communicate in Forums, or for your actions or the actions of other users. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER USER CONTENT PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.

Sharing User Content: Our Services may also allow you to make recommendations or send User Content or other Content to others, for example through an “email this” or "share this" feature that will send content to the email address or social media account you provide. Only provide contact information for individuals who have told you they want to receive such content. By providing someone’s contact information, you represent and warrant that they have confirmed to you that they want to receive such content.

Prohibited Content: You agree that User Content shall not contain any of the following (together with any prohibitions contained in this section, the "Prohibited Content"):

Profane language or content;
Content that promotes, fosters, or perpetuates discrimination on the basis of race, religion, gender, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, gender identity, source of income or other protected status under applicable law;
Inappropriate sexual content or links to inappropriate sexual content, nudity or obscenity;
Conduct or encouragement of illegal activity;
Private or confidential information and/or any information that would be considered personally identifiable information of any third party;
Content that violates a legal ownership interest of any other party; or
Any other content that we determine to be inappropriate.

We retain the sole right, in our absolute discretion, to determine what constitutes Prohibited Content. WE ALSO RESERVE THE RIGHT TO REMOVE ANY USER CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON.

9.MOBILE SERVICES

Some of the Services may be available via your mobile phone, including but not limited to:

(i) the ability to book and/or purchase Higher Ground Services via your mobile phone;

(ii) the ability to receive and reply to Higher Ground messages;

(iii) the ability to browse Higher Ground Sites from your mobile phone and (in) the ability to access certain Higher Ground features through a mobile application you have downloaded and installed on your mobile phone (collectively the “Mobile Services”).

We do not charge any extra fees for the Mobile Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, it any, may be applicable to your use of such Mobile Services. Your use of the third-party service(s) may be subject to additional terms related to that service from the applicable service provider.

Furthermore, when you download or use our Apps on an iOS of Android device, you may be subject to the terms of service of the developers of such devices or app stores (“App Store Provider”). You acknowledge that these Terms and your use of an App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries. As between us and an App Store Provider, we are solely responsible for the App and its Content. If anything in these Terms conflicts with any usage rules for the App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with these Terms, and then exclusively for your use of the Mobile App). All rights you have to use the App are for use only on appropriate products and Services (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the App may be accessed and used by other accounts associated with the you via features like Apple’s Family Sharing (or similar features from other App Store Providers) or volume purchasing.

We are solely responsible for providing any maintenance and support services for the Mobile App, as specified in these Terms or as required under applicable law. No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the Mobile App, nor any warranties for the same.

Some of our Services may also allow you to integrate your Higher Ground Account and/or the App with a third-party program or device, such as your Apple Watch or Apple Health. Your use of such services may be subject to additional terms related to that service or device from their providers. Additionally, you may be able to share certain data with such third-party providers.

WE DISCLAIM ALL WARRANTIES RELATED TO ANY MOBILE APP. However, in the event that the Mobile App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the Mobile App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER WILL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE MOBILE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY IS OUR RESPONSIBILITY.

We, not the App Store Provider, are responsible for addressing any claims relating to the Mobile App, including, but not limited to:

(i) product liability claims;

(ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation;

(iv) claims that the Mobile App infringes a third party’s intellectual property rights as well as the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

10. TERMINATION & SURVIVAL

We may terminate your access to the Services at any time, in our sole discretion, without cause or notice. You may terminate your account or any membership that you have purchased, at any time, for any reason, by following the instructions on the “My Account” page or by contacting your local studio directly via phone or email. We may terminate your account or membership at any time, without warning, if you breach the Terms. If we terminate your account or membership because you have breached the Terms, you will not be entitled to a refund of any fees or for any unused portion of any membership packages or class packages.

The following Sections will survive termination of these Terms: (10) Termination & Survival; (12) Assignment; (15) Intellectual Property Rights; (19) Legal Disputes and Arbitration Agreement; (20) Indemnity; (21) Limitation of Liability; (22) Special Limitation of Liability During the Coronavirus/COVID-19 Pandemic, and any other provision(s) that by their nature should survive.

11.THIRD-PARTY SITES

Our Services may contain links to third-party sites that are not owned or controlled by us. We have no control over, assume no responsibility for, and do not endorse or verify the content, privacy policies, or practices of any third-party sites or services. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the Services by anyone other than us. We strongly advise you to read all third-party terms and conditions and privacy policies.

We may maintain a presence on and link to social media websites, including sites such as Facebook, LinkedIn, Google Plus, Twitter, YouTube, Vine, TikTok, Pinterest, Instagram, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and to share experiences with our Products and Services. When you visit these Social Media Pages, you are no longer on our Sites, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

12. ASSIGNMENT

You may not assign or transfer these Terms (or any of your rights or obligations under these Terms) without prior written consent. Any attempted assignment or transfer without complying with the foregoing will be void. When permitted under the applicable law, we may freely assign or transfer these Terms. These Terms inure to the benefit of and are binding upon the parties and their respective legal representatives, successors, and assigns.

13. FEES

Notwithstanding clause 25, you acknowledge that Higher Ground charges fees for its services, and subject to the applicable law, Higher Ground reserves the right to change its fees from time to time in its discretion.

14. NON-HARASSMENT POLICY

Higher Ground disapproves of any unwelcomed, inappropriate and/or offensive conduct by its personnel or its members. If you believe you have been subject to unwelcomed, inappropriate, and/or offensive conduct by any Higher Ground personnel, including while participating in a Higher Ground Individual or Group Class, at a Higher Ground studio, or any other Higher Ground -related context, we encourage you to clearly and promptly tell the person engaging in the conduct that is unwelcomed and offensive (if you are comfortable doing so). We also ask that you promptly notify a member of Higher Ground Mnagement via info@highergroundclub.com.

When making a report or complaint, we strongly recommend that you provide as much specific information as possible in writing, including the following regarding each alleged incident: date, time, place (specify studio location or time/type of virtual class), names of any witnesses, what was said or done, and any other relevant surrounding facts/circumstances.

Higher Ground will strive to appropriately investigate any reported incidents and seek to provide due process for all parties. Higher Ground responsive actions, however, cannot be known in advance since they will vary depending upon the nature of the allegations. Higher Ground strives to maintain confidentiality throughout the investigative process to the extent practicable. However, our duty to investigate and take corrective action as appropriate may require the disclosure of certain information, and therefore confidentiality cannot be guaranteed.

15.INTELLECTUAL PROPERTY RIGHTS

The content provided through our Services, whether on the Sites and Apps, or at our studios or elsewhere, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Higher Ground, subject to copyright and other intellectual property rights under the law. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. All intellectual property rights associated with the Services, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title or interest in any Content by accessing or using the Services. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available through our Services is strictly prohibited. You agree not to make any use of the Content that would infringe any copyright therein.

The Service and any related software may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your personal, non-commercial entertainment use. This Content may be owned by Higher Ground or by third parties. You shall not allow any third party to have access to or to use any Content. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law. You agree that you will not attempt to modify any software or Content obtained through the Service for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Content.

You represent, warrant and agree that you are using the Service for your own personal, non-commercial entertainment use and not for redistribution or transfer of any kind. You agree not to redistribute, broadcast, publicly perform or publicly display any Content, or otherwise transfer any Content obtained through the Service. Furthermore,Higher Ground and/or the owners of the Content may, from time to time, remove Content from the Service without notice.

Subject to your compliance with these Terms, we grant you a limited license to access and use the Services and their Content for personal, informational, and shopping purposes. Content on the Sites and Apps, or at our studios, is provided to you as is for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Services and the Content. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Sites and/or Services, provided by you to Company are non-confidential and shall become the sole property of Higher Ground.You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. You agree not to circumvent, disable or otherwise interfere with security-related features of the website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.

Higher Ground and icon and other graphics, logos, wordmarks, and designs are trademarks of Higher Ground. Higher Ground trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Higher Ground.

16. FEEDBACK

You may submit comments, suggestions or ideas about our Services, including ways in which you would improve or change the Services (the “Feedback”). You agree that your Feedback is provided to us on a NON-CONFIDENTIAL BASIS, is voluntary, gratuitous, unsolicited and without restriction, and Higher Ground does not have any fiduciary duty or other duty as a result of receiving your Feedback. You hereby grant Higher Ground the unlimited, perpetual right to use, copy, modify, publish, redistribute, create derivative works from such Feedback or otherwise disseminate your Feedback for any purpose and in any way without compensation or any obligation to you or any other third parties. Higher Ground does not waive any rights to use similar or related feedback or ideas known to Higher Ground , developed by Higher Ground employees, or obtained from other sources.

17.CONSENT TO COMMUNICATION

When you use our Sites or Apps or send communications to us through our Sites or Apps, you are communicating with us electronically.

18. SERVICES INTERRUPTIONS

Our Services may be suspended temporarily or permanently without notice to you for security purposes, maintenance or repair, system failures, or other similar circumstances (collectively, “Service Interruptions”). You acknowledge and agree that you are not entitled to a refund or rebate related to such Service Interruptions.

19. LEGAL DISPUTES AND ARBITRATION AGREEMENT

Please Read the Following Clause Carefully.

It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court.

FOR INTERNATIONAL CUSTOMERS, THIS SECTION MAY NOT APPLY TO YOU, PLEASE SEE SECTION 27 BELOW FOR MORE INFORMATION.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS.

Initial Dispute Resolution. We are available at Higher Ground of address any concerns you may have regarding your use of the Services.

Most concerns may be quickly resolved in this manner. You and Higher Ground agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

Class Action and Class Arbitration Waiver. YOU AND Higher Ground EACH FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN OUR RESPECTIVE INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE (“CLASS”) ACTION, AND YOU AND Higher Ground EACH EXPRESSLY WAIVE OUR RESPECTIVE RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If any court or arbitrator determines that the Class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a Class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and you and Higher Ground shall be deemed to have not agreed to arbitrate disputes.

20. INDEMNIFICATION

You agree to release, indemnify, and defend Higher Ground and any subsidiaries, affiliates, related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each (the “Entities”) from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: (1) your use of the Services; (2) your conduct or interactions with other users of the Services; (3) your breach of these Terms. We will notify you promptly of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

21.LIMITATION OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE HIGHER GROUND AND ITS ENTITIES TO YOU.

Notwithstanding and not prejudicing all limitations of liability or releases contained elsewhere in these Terms:

· WE ARE PROVIDING THE SERVICES, INCLUDING THE SITES, THE APPS, AND ALL SOFTWARE, CONTENT, AND OTHER INFORMATION, MATERIALS AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED BY US OR ANY OWNERS OF CONTENT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, Higher Ground AND ITS ENTITIES AND ALL OWNERS OF CONTENT EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.

· Higher Ground AND ANY OWNERS OF CONTENT DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE SERVICES OR ANY SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE OR ANY OTHER SITES LINKED TO OR FROM THE SITES OR APP.

· DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH OUR SERVICES OR ANY OTHER SITES LINKED TO OR FROM THE SITES OR APP IS DONE AT YOUR OWN RISK, AND NEITHER Higher Ground AND ITS ENTITIES NOR ANY CONTENT OWNERS GUARANTEE THAT SUCH CONTENT OR DOWNLOADS WILL BE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS.

· WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (1) PRODUCTS, SERVICES, INFORMATION, PROGRAMMING, AND/OR ANYTHING ELSE PROVIDED BY A THIRD PARTY THAT IS ACCESSIBLE TO YOU THROUGH THE SERVICES; OR (2) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES.

· OUR SITES MAY ALSO CONTAIN INFORMATION ABOUT MEDICAL CONDITIONS AND MEDICAL TREATMENTS. SUCH INFORMATION IS INTENDED AS AN EDUCATIONAL AID ONLY. IT IS NOT INTENDED AS MEDICAL ADVICE FOR INDIVIDUAL CONDITIONS OR TREATMENT. IT IS NOT A SUBSTITUTE FOR A PROFESSIONAL MEDICAL DIAGNOSIS, NOR DOES IT REPLACE THE NEED FOR SERVICES PROVIDED BY MEDICAL PROFESSIONALS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, PHARMACIST OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT OR A CHANGE IN YOUR PERSONAL CARE OR HEALTH CARE REGIME. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITES. WE ARE NOT RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE CONTENT, INCLUDING, BUT NOT LIMITED TO, YOU CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR YOU CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE CONTENT. IN THE EVENT OF A MEDICAL EMERGENCY, CONTACT EMERGENCY SERVICES IMMEDIATELY.

· YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW,Higher Ground AND ITS ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, Higher Ground AND ITS ENTITIES AND ANY OWNERS OF CONTENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE.

· NEITHER Higher Ground AND ITS ENTITIES, NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. WITHOUT LIMITING THE FOREGOING,

Higher Ground AND ITS ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE AMOUNT PAID TO US IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

· SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

22.SPECIAL LIMITATION OF LIABILITY DURING THE CORONAVIRUS/ COVID-19 PANDEMIC.

Higher Ground takes the COVID-19 pandemic very seriously and has put in place preventative measures to help reduce the spread of COVID-19; however, Higher Ground cannot guarantee that you, your family, or your guests will not become infected with COVID-19. It is possible that attending classes, events and activities at Higher Ground may place you in close physical contact with other members, attendees and staff and could increase the risk that you, your family members, and/or your guests contract COVID-19. You acknowledge the contagious nature of COVID-19 and voluntarily assume the risk that you, your family members and/or your guests may be exposed to or infected by COVID-19 at Higher Ground studios and that such exposure or infection could result in personal injury, illness, permanent disability, and death. You understand that the risk of becoming exposed to or infected by COVID-19 at Higher Ground may result from the actions, omissions, or negligence of yourself or others, including, but not limited to, Higher Ground employees, members, and attendees.

By agreeing to these Terms, enrolling online, and/or attending classes, events, activities, and other programs of Higher Ground , whether in a Higher Ground facility or using Higher Ground equipment, to the extent allowed by applicable law, you voluntarily agree, on behalf of yourself, your heirs, personal representatives and/or assigns, and any minor child you may enroll: (a) to assume all of the foregoing risks related to COVID-19, and accept sole responsibility for any COVID-19-related injury, illness, damage, loss, claim, liability, or expense, of any kind (including, but not limited to, personal injury, disability, and death) that may occur to you or your family members in connection with attendance at Higher Ground or as a result of participation in Higher Ground programs (“Claims”); and (b) covenant not to sue, Higher Ground its instructors, clients, and employees, from the Claims, including all liabilities, claims, actions, damages, costs or expenses of any kind arising out of or relating thereto, based on the actions, omissions, or negligence of Higher Ground ,its instructors, members, and employees, whether a COVID-19 infection occurs before, during, or after attending Higher Ground studio facilities or participating in any Higher Ground program.

Some jurisdictions do not allow waiver of certain types of risks, so the above limitations may not all apply to you. Please check the country or state in which you are residing.

23.ENTIRE AGREEMENT, SEVERABILITY AND WAIVER

The Terms, together with any other applicable legal agreements agreed between us, shall constitute the entire agreement between you and us concerning the Services, and supersedes all prior terms, agreements, discussions and writings regarding the Services.

No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.

If any provision of the Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions.

24.NOTIFICATIONS

We may provide notifications to you as required or permitted by law via email to the primary email address associated with your account, mobile notification, hard copy or posting of such notice on our Services. Higher Ground is not responsible for any automatic filtering that you or your network provider may apply to such notifications.

25.UPDATES TO THESE TERMS

We may revise or otherwise change or update these Terms or our Sites from time to time, as may be required to ensure we can fulfil our obligations to you as set out under these Terms, or as otherwise may be required by any regulatory body or applicable law. We will use reasonable efforts to notify you of any such substantial or material changes.

Please see the “Last Updated” and "Effective Date" dates at the start of these Terms, to see when these Terms were last revised. When changes are made to these Terms they will become immediately effective when published on this page unless otherwise noted.

We may assign these Terms at any time with or without notice to you. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent.

26.OTHER POLICIES

These Terms apply exclusively to your access to, and use of, the Services from which it is linked or given, and does not alter in any way the terms or conditions of any other agreement you may have with us for Products, Services or otherwise.

Other agreements and/or policies that you are subject to include:

· Safety or equipment use rules (as may be provided to you);

· Our Privacy Policy (as linked under these Terms); and

· Our Cookie Policy (as linked under these Terms).

Any sweepstakes, contests, coupons, rebates or other promotions made available through a Sites may be governed by specific rules that are separate from these Terms, and will be made available to you from time to time. By participating in any such promotion, you will become subject to those rules, which may vary from the terms set forth herein and which, in addition to describing such promotion, may have eligibility requirements, such as certain age or geographic restrictions. It is your responsibility to read the applicable rules to determine whether your participation, registration, submission and/or entry are valid; you agree to read and abide by the applicable rules.

Should we employ you, none of the materials provided on a Sites constitute or should be considered part or of an employment contract or an offer for employment.

27. INTERNATIONAL USERS

The products referred to on our Services may only be available in the territory to which the applicable Service is directed, and may not be available in your country. Furthermore, if a separate terms and conditions applies in your country or locality, the provisions of the terms and conditions that are linked to from your Services will apply instead of these Terms.

WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON THE SITES, INCLUDING WITHOUT LIMITATION, THE INFORMATION AND OTHER MATERIALS PROMOTING THE PRODUCTS IDENTIFIED ON THE SITES, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE SITES OR APP ARE DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SITES OR APPS OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. Those who choose to access our Services do so on their own initiative and at their own risk.

Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to these Terms heard by your local courts. These Terms does not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THESE TERMS, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THESE TERMS AND RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT.

These Terms, as well as all other documents related to it, including notices and correspondence, may not be available in your native language and may be available in the English language only.

28.INTERPRETATION

In construing or interpreting the Terms of Service, headings are for convenience only, and not to be considered.

29.THIRD PARTY BENEFICIARIES

The third-party owners of any Content are intended beneficiaries of these Terms and shall have the right to enforce these Terms against you.

30. CONTACTING US

If you have any questions about the Terms in relation to the Services, the Sites, or App(s), please contact us at: info@highergroundclub.com

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