NAUGHTY GIRL FITNESS TERMS OF SERVICE

The Terms of Services (this “Agreement”) shall be between you and Naughty Girl Fitness, Inc. (“Naughty Girl Fitness”) and your use of the “Dance Fitness” online services and any other online fitness services offered or made available to you (collectively, the “Services”). Your use of the Services shall constitute full acknowledgment and consent to this Agreement

(1) FITNESS CONTENT. Any content, materials, and/or services whether now available or to be available in the future through the Services may include instructional videos, exercise routines and other media. You hereby acknowledge and agree that in no way is Naughty Girl Fitness a healthcare provider or fitness instructor nor is Naughty Girl in any way holding itself out to be a healthcare provider, fitness instructor, or any other form of medical or health professional. You hereby acknowledge and agree that the Services, including without limitation any recommendations and/or information made available to you through the Services may not be appropriate for you and your needs, and the Services do not constitute or replace medical advice; and Naughty Girl Fitness is not responsible for any results that may or may not be obtained from the use of the Services. You hereby acknowledge and agree that you have the sole responsibility to consult with your personal physician regarding any medical condition, impairment or disability that may prevent or limit your ability to use the Services. You further understand and agree that you are solely responsible for following the recommendations and instructions provided by your personal physician in connection to any medical restrictions, and for using the Services solely in accordance with your personal physician’s advice.

(2) NAUGHTY GIRL FITNESS PROPRIETY RIGHTS. Naughty Girl Fitness is the sole owner of all of the Services, protected by proprietary rights and laws. The trade names, trademarks and service marks including but not limited to “Naughty Girl Fitness” and any associated logos whether herein used or hereinafter devised are owned and are the property of Naughty Girl Fitness. You shall not use the hereinabove referenced trade names, trademarks, service marks or logos in connection with any other product or service or in any manner that is likely to cause confusion. Nothing contained on or through the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

(3) YOUR LIMITED RIGHTS. The Services are solely licensed to end users you hereby acknowledge and agree that nothing contained herein this Agreement nor in the Services shall be construed as a sale of the Services. Subject to your compliance with this Agreement, and for as long as you are permitted by Naughty Girl Fitness to use the Services, Naughty Girl Fitness hereby permits you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to use the Services solely for your personal, non-commercial use. Failure to comply with any of the terms or conditions of this Agreement shall require that you immediately cease using the Services.

(4) WAIVER. You hereby acknowledge and agree that by using the Services you may be exposed to a certain array of hazards and risks, whether foreseen or unforeseen, including without limitation performing physical activity. You hereby acknowledge and agree that any injuries or damage could occur by natural causes or activities of other persons, including the activities of other persons as a result of negligence or otherwise. To the fullest extent permitted by applicable law, you shall voluntarily assume all risk of loss, damage and injury to person, property, and/or self that may arise from, or that is related to, your use of the Services, whether such risk is known or unknown to you.

(5) LIMITATION OF LIABILITY. To the fullest extent permitted under applicable law: (i) Naughty Girl Fitness shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort including negligence, strict liability or other theory, including damages for loss of profits, use of data, loss of other intangibles, even if advised in advance of the possibility of such damages or losses; (ii) without limitation to the foregoing, Naughty Girl Fitness shall not be liable for damages of any kind resulting from your use of or inability to use the Services, including without limitation from any Virus that may be transmitted in connection therewith, or from Naughty Girl Fitness’ termination of this Agreement pursuant to Section 9 hereinunder; (iii) your sole and exclusive remedy for dissatisfaction with the Services is to stop using the Services; and (iv) the maximum aggregate liability of Naughty Girl Fitness for any and all damages, losses and causes of action, whether in contract, tort including negligence or otherwise, shall be the greater of (a) the total amount, if any, paid by you to Naughty Girl Fitness to use the Services within the six (6) months preceding the date of the applicable claim; and (b) ten U.S. Dollars ($10). All limitations of liability of any kind including in this section and elsewhere in this Agreement are made for the benefit of Naughty Girl Fitness and their respective successors and assigns.

(6) COPYRIGHT INFRINGEMENT CLAIMS. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”) copyright owners are provided an avenue for recourse if they are under the belief material appearing on the Internet infringes their rights under U.S. copyright law. If you in good faith believe that the materials available through the Services infringe your copyright, you or your agent may send to Naughty Girl Fitness a written notice by e-mail, requesting that Naughty Girl Fitness remove such material. If you in good faith believe that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Please see https://www.copyright.gov/ for further details. Notices and counter-notices must be sent in writing to Naughty Girl Fitness as follows: [email address]. You should consult a legal advisor prior to filing any DMCA notice or counter-notice.

(7) CHANGES. From time to time and at the will of Naughty Girl Fitness, this Agreement may change. You may be notified of such changes by any reasonable means, including by the posting of a revised Agreement through the Services. Any such changes will not apply to any dispute between you and Naughty Girl Fitness arising prior to the date on which the revised Agreement incorporating such changes is posted, or you are otherwise notified of such changes. Your use of the Services following any changes to this Agreement shall constitute your full acceptance of such changes. You are encouraged to regularly check the Services as to learn about changes to this Agreement. Naughty Girl Fitness may, at any time and without liability, modify or discontinue all or part of the Service including without limitation all access to any part of the Services, charge, modify or waive any fees required to use any part of the Services; or offer opportunities to some or all Services users.

(8) INDEMNITY. You agree to defend, indemnify and hold harmless to the fullest extent permitted under applicable law Naughty Girl Fitness and any and all respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (i) any use of, or activities in connection with, the Services by you and/or any other person who uses the Services through you; and (ii) any violation or alleged violation of this Agreement by you.

(9) TERMINATION. This Agreement shall remain in place and effective until otherwise terminated. Naughty Girl Fitness may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including without limitation if Naughty Girl Fitness believes that you have violated or acted inconsistently with this Agreement. Upon any such termination or suspension, your right to use the Services shall immediately terminate, and Naughty Girl Fitness may, without liability to you or any third party, immediately deactivate or delete your account and all associated materials, without any obligation to provide any further access to such materials.

(10) JURISDICTIONAL ISSUES. The Services are controlled and operated from the United States, and is not intended to subject Naughty Girl Fitness to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services are at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. Naughty Girl Fitness shall have the full discretion to limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction chosen.

(11) GOVERNING LAW; ARBITRATION. The terms of this Agreement are governed by the laws of the United States and the State of California without regard to its principles of conflicts of law, and regardless of your location. All disputes arising out of or related to this Agreement or any aspect of the relationship between you and Naughty Girl Fitness, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Naughty Girl Fitness and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the American Arbitration Association. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination shall be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.