Gervais Performance Training LLC- Terms of Service
Last Updated: January 16, 2023

Welcome to https://www.gptperform.com (the “Site”), which is owned and operated by Gervais Performance Training LLC (“GPT”, “Company”, “we” or “us”). We are excited to provide our users a platform developed using evidence-based knowledge and tailored to optimize your physical fitness through digital offerings and in-person services.

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY USING OUR SERVICES.

These terms of use (this “Agreement” or these “Terms”) form a binding agreement between you as a user (“you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below.

These Terms apply to your use of our services and software provided on our Site, any services, content, communications, and product features relating to the Site and as set forth in these Terms (collectively with the Site, the “Services”).

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 24 BELOW BEFORE DOWNLOADING OR USING OUR SERVICES.

We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms of Service, you must immediately stop using our services.

Platform Services. Our Services include the following: (i) through our Site, an online platform where users may research, evaluate, and book both virtual and in-person fitness training (the “Fitness Training Services”); (ii) an online storefront where users may purchase Company apparel; and (iii) educational programs and content including but not limited to comprehensive meal planning, exercise training programs, and movement correction training, (the “Platform Programs”) all relating to physical fitness. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Acknowledgement and Disclaimers. By using our Services, you acknowledge and agree to the following:

a. Our Services are for general health, fitness, and wellness information purposes only. You should consult your physician or general practitioner before beginning a new fitness program. You should not rely on this information as a substitute for, nor does it replace medical advice, diagnosis, or treatment. Nothing stated or posted on our Services or provided by us is intended to be, and must not be taken to be, the practice of medical, mental health, physical therapy, professional or counseling care. You acknowledge that information on our platform does not come from licensed medical doctors and that we do not diagnose or treat any illnesses, injuries or diseases, or prescribe medicine for treatment of any disease.

b. You acknowledge that you will always be aware of your surroundings before beginning any virtual exercise course and while exercising. By using our Services, you acknowledge and agree that you are responsible for always creating and maintaining a safe environment for exercise because serious injuries may occur from exercising in an unsafe environment. You further acknowledge that you will take special care to ensure that you are not near items that you may hit or strike, or areas which may cause you to lose your balance when using, or immediately after using our Services.

c. You acknowledge that our Services are not intended to substitute medical care. Please first consult with your appropriate healthcare provider prior to making any lifestyle changes.

d. Notice to Pregnant Women: Please alert us if you know or suspect that you are pregnant, since some of the activities could present a risk to pregnancy. Please first consult with your primary physician or obstetrician before using our Services.

e. You should not rely on any information (including any advice, courses, programs and content) posted on or provided through our Services as a substitute for professional medical advice, diagnosis or treatment. You should not construe any such information as any warranty or recommendation of a treatment and shall use such information at your own risk. If you have any concerns or questions about your health, you should always consult a physician or other health-care professional. You acknowledge that we do not guarantee any particular outcome or result.

f. We make no warranty of any kind implied or express, as to the accuracy, completeness or appropriateness for any purpose of any information posted on or provided through our Services. In that regard, developments in medical research may impact general health, wellness and fitness advice. No assurance can be given that the information posted on or provided through our Services will always include the most recent developments with respect to a particular material.

g. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” OR YOUR RELEVANT EMERGENCY NUMBER IMMEDIATELY.

3. Platform Programs. The Platform Programs are prepared by us and are meant to be used as educational resources relating to fitness, dieting, and strength training. We do not guarantee in any manner the accuracy, reliability, validity, completeness or appropriateness of any Platform Programs offered for sale or provided through our Services. If you access the Platform Programs, you shall use and rely on any information presented at your own risk. None of the statements contained within the Platform Programs have been evaluated by medical professionals and we do not guarantee any specific results from adherence to the principles or plans contained therein. By accessing the Platform Programs, you may be exposed to content that you consider offensive, indecent, or objectionable. We have no responsibility to keep such content from you and no liability for your access of any Platform Programs. You assume full responsibility for the choices you make before, during, and after your access to the Platform Programs. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of Platform Program users.

4. General. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you post to the Services, any Content you access from the Services, and for any consequences thereof.

5. Privacy. By accessing or using the Services, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at Privacy Policy) (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the Services. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use of your information as set forth in the Privacy Policy.

6. Accounts. Some Services offered by the Company require you to create an account. If you create an account, you agree that all the information you provide will be true and accurate, and that you have the authority to create the account. You are responsible for keeping your account information secure and confidential. You agree to inform us immediately if you suspect that your account or login information has been compromised. If you provide the Company an email address as part of an account creation, the Company may furnish you with written correspondence regarding your account and/or other Company related material, including promotional materials.

7. Eligibility. You may provide access to the Services to other users within your organization as authorized by us and/or by your subscription level to our Services in place from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Services. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Services. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User’s interaction with the Services, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.

By using our Services, you represent and warrant that you and each Authorized User:

If an individual, are at least 18 years old;
Are legally qualified to enter a binding contract with us;
Are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
Are not on any list of individuals prohibited from conducting business with the United States;
Are not prohibited by law from using our Services;
Do not have more than one account on our Services; and
Have not previously been removed from our Services by us, unless you have our express written permission to create a new account.

Minors between the ages of 13 and 18 years old that can safely participate in fitness training may participate in certain Fitness Training Services if they do so under their parent’s or legal guardian’s supervision and such parent or legal guardian agrees to be bound by the Agreement. If you choose to permit a minor under the age of 18 to use our Services with you (such as by signing the minor up for a virtual or in-person training session), you acknowledge and agree that you are solely responsible for such minor and, if participating in virtual Fitness Training Services, you must supervise them at all times while the minor is exercising.

If at any time you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to our Services.

8. Ownership of Submitted Content. The Services may allow you from time to time to upload Content and permit the hosting, sharing, or publishing of Content. You have sole responsibility for all Content uploaded to the Services by you. We are not responsible and make no representation or warranty concerning any Content uploaded to the Services by any third party. We reserve the right to impose restrictions on the Content you upload, including, but not limited to, the amount of Content that can be uploaded and the length or expiry period for Content. You shall be solely responsible for the Content you submit and the consequences of our posting, display, distribution, or publishing of such Content. In connection with any Content you or any of your Authorized Users submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by these Terms; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the Content.

In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the necessarily rights granted in these Terms. You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.

9. Compliance with Laws. You agree to use the Services only for lawful purposes, and to conduct your business and any transaction that uses the Services, in accordance with all applicable laws and regulations, including all federal and state laws and regulations relating to taxes, banking, money laundering, securities and counterterrorism. You will not use the Services for any fraudulent or illegal activity.

10. Fees. In general, we make money by charging fees relating to use of our Services to consumer users. The amount of our fees and charges may be disclosed on the appropriate page on our Site summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using our Services, you agree to pay all fees. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time.

11. Your License to the Services. Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Services as authorized in these Terms. Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property of the Company, our third-party service providers or any other third party, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.

12. Restrictions On Use. You agree that you will not:

a. distribute the Services for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Services by way of the press or media or through any commercial network, cable or satellite system;

b. create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Services in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;

c. permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Services;

d. prob, scan or test the vulnerability of the Services and any system or network;

e. breach or otherwise circumvent any security or authentication measures;

f. access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;

g. access, search, or create accounts for the Services by any means other than our publicly supported interfaces;

h. promote or advertise products or services other than your own without appropriate

authorization;

i. circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;

j. publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;

k. advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;

l. harass or abuse our personnel or representatives or agents performing services on

behalf of the Company;

m. storing, publishing or sharing material that is fraudulent, defamatory, or misleading; or

n. violate the law in any way.

13. License Grant to Your Content. Except for your non-public personal information, you hereby grant to the Company the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to use, display, reproduce and store any Content or other information you provide on or through the Services or which is sent to the Company by email or other correspondence. The Company shall not be obligated to provide you compensation of any sort for such license. The Company is not subject to any obligations of confidentiality regarding any such Content or information unless specifically agreed to by the Company in writing or required by law. You represent and warrant that you have the right to grant the license set out above.

14. Suspension of Transactions and Services. Without limiting our ability to terminate under this Agreement or our right to change, modify, suspend or discontinue the Services at any time as set forth elsewhere in these Terms, we also reserve the right to cancel or suspend transactions and/or our Services due to fraud or compliance-related concerns.

15. Third-Party Links and Services. Our Services may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites, and when you access such sites, you are doing so at your own risk. In providing links to the other sites, the Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that the Company is affiliated or associated with same. The Company does not recommend or endorse any of the content, including without limitation any hyperlinks to, or content found, on other websites. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service. The Company will not be responsible for any damages you or any third party may suffer because of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.

16. Feedback. If you or any of your Authorized Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.

17. Beta Services. You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.

18. Assumption of Risks; Release.

a. You understand, acknowledge, and freely assume all risks, including physical, psychological and emotional risks (whether or not foreseeable to us or you), relating to your access or use of our Services. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, physical, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the access or use of our Services.

b. You understand and acknowledge there is no guarantee that personal information and transactions on our Services or on the internet will be maintained confidential and secure. Your access or use of the Services is at your own risk, and that to the maximum extent permitted by applicable law we assume no liability or responsibility pertaining to our Services, your use of the Services or the receipt, storage, transmission or other use of your personal information.

c. By accessing or using our Services, you agree to fully release, indemnify, and hold harmless, including costs and attorneys’ fees, us from any claim or liability whatsoever and for any damage or injury, personal, financial, emotional, psychological or otherwise, arising at any time out of or in relation to your access or use of our Services.

d. California Residents. To the maximum extent permitted by law, if you are a California resident, then you expressly agree to waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Residents of California are entitled to the following specific consumer rights information: you may contact the Consumer Information Center at (800) 952-5210 or dca@dca.ca.gov of the California Department of Consumer Affairs for consumer inquiries, or you may write to the Department of Consumer Affairs at the following address: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834.

19. Indemnity. You always agree to indemnify, defend and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers and employees (collectively, the “Indemnified Parties”) against all losses, liabilities, suits, claims, actions, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) sustained, incurred or paid by any Indemnified Party directly or indirectly resulting from, arising out of, relating to or in connection with: (i) violation of these Terms by you, any Authorized User or other person using your account or credentials; (ii) your or any Authorized User’s access to or use of the Services, (iii) any information used, stored, or transmitted in connection with your account or credentials; (iv) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights, by you, any Authorized User or anyone using your account or credentials; or (v) violation of any law, regulation, or other legal requirement. This paragraph is intended to be applicable to the maximum extent allowed by law.

20. Limitations on Liability and Disclaimers.

a. NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

b. NO SPECIAL DAMAGES. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

c. ADDITIONAL LIMITATION. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

d. AGGREGATE LIABILITY. IN NO CASE WILL THE COMPANY'S, ITS AFFILIATES', AGENTS', LICENSORS', SUPPLIERS' AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

21. Term and Termination.

a. We may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

b. At any time and in our sole discretion, without prior notice, and without any liability to you, we may (i) cancel or deactivate your account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. We are under no obligations to disclose its reason for any termination or suspension of the Service to you or generally.

c. In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your user data without any liability to you, provided that we also reserve the right to retain your user data for seven (7) years following termination; and (iii) we may cancel any open order, trades, or transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. We reserve the right to retain aggregated anonymized user data for longer to improve Services, prevent fraud and produce aggregated statistics.

d. The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the Services or this Agreement.

22. Separate Agreement. From time to time, we may enter into separate agreements to govern your use of the Services. Except otherwise replaced by the terms of such separate agreements, these Terms shall govern and control with respect your use of the Services.

23. Notices. We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site, Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.

24. Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by GPT to be in either (i) the state of your residence or (ii) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue. You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against GPT will be consolidated with any other arbitration proceeding without GPT’s written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which GPT maintains its principal office at the time the award is rendered, in the county and state where GPT is organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

NOTICE: BOTH YOU AND GPT ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND GPT ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND GPT CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

25. Governing law. This Agreement shall be governed pursuant to the laws of the State of California, USA, without regard to principles of conflict of laws. you agree that GPT may initiate a proceeding related to the enforcement or validity of GPT’s intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in California. You waive any objection to venue and to submit to personal jurisdiction in any such courts.

26. Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

27. Entire Agreement. This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on this website, constitutes the entire agreement between you and the Company with respect to the use of the Services.

28. Amendment and Waiver. The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

29. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

30. Inurement. This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

31. Assignment. You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at its discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your user data as part of such merger, acquisition, sale, or change of control.

32. Support. Please direct questions, complaints, or issues to matt@gptperform.com or call (310) 400-0176. Hours of support are Mon to Fri 8:00 am—6:00 pm PT.

Gervais Performance Training LLC- Terms of Service Last Updated: January 16, 2023

Gervais Performance Training LLC- Terms of Service
Last Updated: January 16, 2023