Beta Agreement

ABOUT THE BETA APPLICATION

The Beta Application is provided by FitPay.me, LLC.., its subsidiaries, affiliates and successors (collectively, "FitPay.me") and use and testing of such applications are governed by this Beta Agreement. When you access  the Beta Application you may be given the option of installing additional components from FitPay.me and third party providers. This Beta Agreement also governs your use of any such components unless a separate agreement is specifically identified as governing that component. Further, FitPay.me offers the Beta Application for testing and feedback from you is important; therefore, you understand and agree that FitPay.me may gather information relating to, and contact you about, your experience with the Beta Application.

REGISTRATION

Certain features and functionality of the Beta Application, is available only to registered users of FitPay.me and require you to sign in with a screen name to use them. Your use of these features and Beta Application as a registered user of the FitPay.me will be subject to the FitPay.me User Terms of Use in addition to this Beta Agreement. You may sign up for FitPay.me by going to www.fitpay.me. If you are a FitPay.me user, your use of these features and products will be subject to the FitPay.me User Terms of Use in addition to this Beta Agreement.

LICENSE GRANT

FitPay.me grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable license to access, and use Beta Application for a limited time in order to evaluate and provide feedback about it to FitPay.me and subject to all terms of this Beta Agreement. This license does not entitle you to receive from FitPay.me hard-copy documentation, support, telephone assistance, or enhancements or updates to the Beta Application.  Although FitPay.me is considering the release of a commercial version of the Beta Application, it is under no obligation to do so. FitPay.me reserves the right to alter features, licensing terms, or other characteristics of any version of the Beta Application that it releases. BETA APPLICATION MAY EXPIRE OR CEASE WORKING ON A DATE PREDETERMINED BY FITPAY.ME (THE "TIMEOUT DATE").

EXPERIMENTAL SOFTWARE AND SERVICES

You acknowledge that the Beta Application is experimental and has not been made available for general release; they may contain errors, bugs, or other problems not usually associated with generally available software versions. The Beta Application should not be used in a production environment or on a critical system. FitPay.me strongly recommends that you backup all data, files and applications on your system prior to uploading to the Beta Application. You shall have sole responsibility for the adequate protection and backup of your data and/or equipment used with the Beta Application. FitPay.me is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements.

RESTRICTIONS

The Beta Application is provided for your personal informational use only and may not be used for commercial or unlawful purposes. By using the Beta Application, you agree that, unless otherwise expressly permitted in this Beta Agreement, you will not: (i) reproduce, republish, display, frame, download (except as expressly authorized herein) or distribute the Beta Application; (ii) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to any Beta Application; (iii) modify or create any derivative works based on any of the Beta Application, including customization, translation, or localization; (iv) copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any Javascript or HTML files, or parts thereof, included in a Beta Application; (v) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any Beta Application, or in any way ascertain, decipher, or obtain the communications protocols for accessing any FitPay.me service, or the underlying ideas or algorithms of any Beta Application (e.g. in an effort to develop other applications or services that provide similar or substitute or complimentary functionality to such Beta Application); (vi) use any Beta Application to develop software or services that access the FitPay.me address space or that intercept the proxy; (vii) create or use any software other than that authorized by FitPay.me to access any FitPay.me service; (viii) attempt to gain unauthorized access to any FitPay.me service, account, computer system or network associated with any Beta Application; (ix) incorporate, integrate or otherwise include any Beta Application or any portion thereof (including the communications protocols) into any software, program or product that communicates, accesses, or otherwise connects with an FitPay.me service or that interconnects any FitPay.me service with any other instant messaging or other online service; (x) use the Beta Application in any way that violates this Beta Agreement, any other agreements to which you are a party, or any law; (xi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Beta Application; (xii) post, transmit, redistribute, upload, or promote any materials that (a) violate or infringe in any way upon the rights of others, including without limitation copyrights and trademarks, (b) contain corrupted files, viruses, or any other similar software files the intent of which is to damage the operation of another's computer, (c) are unlawful, threatening, harassing, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit, hateful, profane, indecent, racially or ethnically derogatory, or otherwise objectionable, (d) contain chain letters or pyramid schemes, (e) contain any unsolicited advertising, promotional materials, or other forms of solicitation to other users, individuals or entities, (f) encourage conduct that would constitute a criminal offense, (g) give rise to civil liability, or (h) otherwise violate any law; (xiii) undertake any conduct that, in the judgment of FitPay.me, restricts or inhibits any other user from using or enjoying the Beta Application; or (xiv) falsify the origin or source of messages that you post, transmit, or upload. You are responsible for determining whether posting or transmitting any particular message violates any of the provisions above or any laws. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from any message, software, or files of any type you upload, download, distribute, access, post, submit, or transmit.

ADDITIONAL SERVICES

Features, web pages, or additional services may be made available through Beta Application, sometimes for a fee. You agree to be bound by any additional terms and conditions governing the use of such features or services should you decide to utilize them. The information collection and usage practices of such features and services may differ from the information collection and usage practices related to the Beta Application. If this is the case, you will be notified prior to your use of any such feature or service of the applicable privacy policy, which will describe the relevant information collection and usage practices. Some features, services, and components may be available for use only by members of services offered by FitPay.me or its affiliates.

PRIVACY

  • Tester Feedback. You acknowledge that feedback concerning users' experiences with the Beta Application is essential to the improvement of the Beta Application. You agree that FitPay.me may contact you by telephone, electronic mail, or other means, to solicit your feedback concerning your experiences with the Beta Application. You also agree to utilize message boards, bug reports, and other communications tools set up by FitPay.me for feedback regarding the Beta Application.
  • Automatic Feedback. The Beta Application is configured to periodically report back to FitPay.me without additional notice to you, information relating to your use of the Beta Application, such as the frequency of your use of the Beta Application and/or certain of its features, your Beta Application configuration settings, and information on errors occurring during your use of the Beta Application. This usage data will be used by FitPay.me only for such purposes as diagnosing performance issues, improving the reliability of the download and install process, and improving FitPay.me products.
  • ID Number. The Beta Application may contain a specific identification number for the purpose of tracking the number of unique instances of such Beta Application being used by a beta tester.
  • Personalization. During registration for the Beta Application, or at some time thereafter, you may be asked to provide certain information that FitPay.me will use to personalize content presented to you through Beta Application. For example, you may be asked for your zip code, which could be used to provide you with relevant content to you.
  • Applicable Privacy Policies. The FitPay.me Member Privacy Policy describes FitPay.mes's information collection and usage practices for FitPay.me Members using the Beta Application. For registered users of FitPay.me using Beta Application, the FitPay.me Member Privacy Policy applies.

AUTOMATED UPDATES

FitPay.me or one of its suppliers may deliver to you automated updates, modifications, and/or patches to address issues such as security, interoperability, and performance (collectively "Updates") at any time without providing you with notice. By using the Beta Application you consent to such automated updating. Your use of the Updates shall be governed by this Beta Agreement (as modified from time to time) unless you are asked to agree to a new agreement. In addition, whenever FitPay.me does elect to commercially release Beta Application you are using, FitPay.me may automatically provide you the current commercially released version of the product(s) without providing you notice. Your use of the commercial version of any product you tested shall be governed by the license agreement for that commercial product, not this Beta Agreement.

PROPRIETARY RIGHTS

FitPay.me and its licensors retain all title, ownership, and intellectual property rights in the Beta Application, which are protected by copyright and other intellectual property laws and by international treaties. You agree that you will not take any action to interfere with FitPay.me's or its licensors' ownership of or rights in the Beta Application. Title and related rights in the content available in and through Beta Application, including without limitation text, photos, and videos, are the property of the applicable content owners and are protected by applicable law. These laws restrict your rights with respect to such content. Some of the content may also include security measures designed to control access and prevent unauthorized copying and use of copyrighted materials. You agree not to interfere with any such security components. The license granted under this Agreement gives you no rights in or to such content. FitPay.me and its licensors own all trademarks used in connection with the Beta Application, and no license to use any such trademarks is provided hereunder. The look and feel of the Beta Application, including its color combinations, logos, button shapes, and other graphical elements, also are FitPay.me trademarks. Other trademarks used with the Beta Application are the property of their respective owners. FitPay.me welcomes your feedback regarding the Beta Application. You agree that FitPay.me may use in any manner and without limitation all comments, suggestions, complaints and other feedback you provide relating to the Beta Application.

CONTENT

  • Linked Content. FitPay.me may include in Beta Application links to websites of its affiliates and partners, as well as RSS feeds. The content on the linked sites is provided to you for your personal, non-commercial use as a convenience to you. FitPay.me makes no representations or warranties regarding the accuracy or reliability of the information included in such content. Reproduction and redistribution of such content is strictly prohibited. Use of any websites or services reached through links included in a Beta Application is subject to the terms of use presented on such website or service.
  • Internet Content. Beta Application, such media players, allow you to view or listen to content available on websites on the Internet. Except as explained above, FitPay.me is not affiliated with the many websites and web services that you may choose use. FitPay.me is not obligated to pre-screen content available online or from any link that you may take from a Beta Application, although FitPay.me reserves the right to do so in its sole discretion. FitPay.me is not liable for content that is provided by others. FitPay.me reserves the right, although it has no obligation, to block access to any Internet area containing illegal or other harmful content being used for purposes that are unlawful or injurious to FitPay.me or its users. You acknowledge that third-party sites on the Internet have their own terms and conditions that govern your use of those sites.
  • Use of Content. You may use content available on and through the Beta Application only for personal, non-commercial purposes. You may be given the opportunity to download, access, or transfer certain content such as photos, but you may do so only to the extent as authorized for that particular content and only for your personal use. You may not use the content in a manner that exceeds the rights granted for your use of the content, which includes unauthorized copying or distribution of the content or creating an unauthorized derivative work.
  • Content You Post To Public Areas. FitPay.me does not read your private online communications transmitted using FitPay.me communication tools. If, however, you use these tools to post content or other information to public areas of the Beta Application (for example, in chat rooms or online message boards), other users will have access to this information and content. You may only post content to public areas that you created or which the owner of the content has given you permission to post. You may not post or distribute content to public areas that is illegal or that violates this Beta Agreement. By posting or submitting content to public areas, you represent and warrant that (i) you own all the rights to the content or are authorized to use and distribute the content to public areas and (ii) the content does not and will not infringe any copyright or any other third-party right nor violate any applicable law or regulation.
  • Your License Grant. You or the owner of content you post retain ownership of all right, title and interest in such content. However, by submitting or posting content to public areas of the Beta Application, you grant FitPay.me, its parent, affiliates, subsidiaries, assigns, agents, and licensees the irrevocable, perpetual, worldwide right to reproduce, display, perform, distribute, adapt, and promote this content in any medium. Once you submit or post content to any public area, FitPay.me does not need to give you any further right to inspect or approve uses of such content or to compensate you for any such uses. FitPay.me owns all right, title and interest in any compilation, collective work, or other derivative work created by FitPay.me using or incorporating content posted to public areas.

CHANGES TO THIS AGREEMENT

FitPay.me will update this Beta Agreement from time to time in its sole discretion. You must, therefore, review the Beta Agreement each time it is presented to you for acceptance and confirm that you agree to the revised terms before you use the new Beta Application.

MONITORING

FitPay.me has the right, but not the obligation, to monitor user postings to public areas of the Beta Application, such as message boards, to determine compliance with this Beta Agreement and any other operating rules that may be established by FitPay.me from time to time. FitPay.me has the right in its sole discretion to edit, refuse to post, or remove any user postings submitted to or posted on the Beta Application. Without limiting the foregoing, FitPay.me has the right, but not the obligation, to remove any user posting that it, in its sole discretion, finds to be in violation of the provisions of this Beta Agreement, otherwise objectionable, or stale. Users shall remain solely responsible for the messages they post or submit. You acknowledge and agree that FitPay.me shall not assume or have any liability for any action or inaction with respect to any messages posted by users of the Beta Application.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

FitPay.me respects the intellectual property of others, and asks its Beta Application users and contributors to do the same. FitPay.me may, in appropriate circumstances and at its discretion, terminate the access of users who infringe the intellectual property rights of others.

If you believe that your work has been copied and is accessible on the Beta Application in a way that constitutes copyright infringement, please visit FitPay.me's Copyright Infringement Information Page, for instructions on how to make a report to FitPay.me.

NO BULK COMMUNICATIONS

You may not use the Beta Application to transmit, directly or indirectly, any unsolicited bulk e-mails, instant messages, or other communications (commonly known as SPAM and SPIM). You may not harvest information about users of the Beta Application for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. You may not induce or allow others to use the Beta Application to violate the terms of this section. FitPay.me may terminate your access or use of the Beta Application immediately and take any other legal action if you, or anyone using your access to the Beta Application, violates these provisions. FitPay.me may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within its computer or communications networks.

THIRD PARTY OFFERINGS

Third parties may from time to time offer applications or services to access, "plug-into" or interact with the Beta Application. If such applications or services are not authorized by FitPay.me, then your use of them in connection with the Beta Application or an FitPay.me service is a violation of this Agreement. In any case, your use of third-party applications will be at your own risk and subject to the terms and conditions of those third parties. FitPay.me makes no representations or warranties with respect to such third party applications including that the third party application or service will be uninterrupted. You agree that FitPay.me is under no obligation to provide you with any error corrections, updates, upgrades, fixes and/or enhancements to make a Beta Application accessible through or compatible with these third party applications.

YOUR REPRESENTATIONS

You represent and warrant that (a) you understand and will abide by the terms of this Beta Agreement, (b) you have the capacity to agree to these terms, (c) you will use the Beta Application only for lawful purposes and in accordance with this Beta Agreement, and (d) you will not use the Beta Application in violation of any law, regulation, or ordinance, or any right of FitPay.me, its licensors, or any third party, including, without limitation, any right of privacy, publicity, copyright or trademark. You agree to indemnify FitPay.me, its parent, licensors, officers, agents, employees and directors for any damages incurred as a result of a violation of this paragraph.

COMMUNICATIONS

You must provide at your own expense the equipment and Internet connections that you will need to access and use the Beta Application. If you access the Beta Application through a telephone line, please call your local phone company to determine if the access numbers you select are subject to long distance or other toll charges at your location. Also, if you access the Beta Application through wireless devices (e.g., cell phones), your carrier, such as a wireless carrier, may charge fees for alerts, web browsing, messaging and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you. You are solely responsible for any costs you incur to access the Beta Application through any wireless or other communication service. Also, if you elect to use certain location based services that may be offered by us (such as, GPS services), FitPay.me must periodically receive your GPS location in order to provide such GPS services to you. By using our location based services, you authorize FitPay.me to locate your GPS hardware and to record, compile and determine your location to provide the location based services to you in accordance with our privacy policy.

USE AND AVAILABILITY OF OPEN SOURCE CODE

Portions of Beta Application may have been created using source code available through various open source projects. In such cases, the licenses and availability of source code for such components are specified in a copyright notice document delivered with or linked from such Beta Application.

DIGITAL CERTIFICATES

Beta Application supports certain cryptographic and authentication features, including but not limited to Secure Sockets Layer communications that may require the installation and/or use of a digital certificate. Digital certificates are issued, validated, and revoked by third-party certification authorities ("CAs") over which FitPay.me has no control. You are solely responsible for familiarizing yourself with the terms and conditions established by a CA for the use of, or reliance upon, its digital certificates, including but not limited to any obligation you may have to validate a digital certificate, maintain the security of a cryptographic key or password, or pay fees for certification services. FitPay.me has preloaded digital certificates of certain CAs into some of the Beta Application in order to facilitate the recognition of digital certificates that such CAs have issued to persons, organizations, or devices (including software code). YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION TO USE OR RELY UPON A DIGITAL CERTIFICATE, INCLUDING THOSE DIGITAL CERTIFICATES THAT FITPAY.ME HAS PRELOADED INTO THE  BETA APPLICATION. FITPAY.ME BEARS NO RESPONSIBILITY FOR THE VALIDITY OR ACCURACY OF ANY DIGITAL CERTIFICATE, OR FOR THE SECURITY OR INTEGRITY OF ANY TRANSACTION OR COMMUNICATION AUTHENTICATED BY A DIGITAL CERTIFICATE.

TERMINATION

FitPay.me reserves the right, in its sole discretion, to terminate your access to all or part of the Beta Application at any time, with or without notice. Your right to use the Beta Application shall terminate on the earlier of (i) the Timeout Date for the Beta Application, (ii) the date FitPay.me provides you a commercially released version of that Beta Application, (iii) 30 days following FitPay.me's general release of a commercial version of the Beta Application, or (iv) termination of this Beta Agreement. Additionally, this Beta Agreement and your right to use Beta Application shall terminate immediately and without notice should you breach this Beta Agreement. In the event of any termination of this Beta Agreement or your rights hereunder, all paragraphs except paragraph 3 (License Grant) shall survive such termination and you agree to continue to be bound by those terms. Upon termination, you shall destroy all copies of the Beta Application.

INJUNCTIVE RELIEF

You acknowledge and agree that, notwithstanding any other provisions of this Beta Agreement, your breach or threatened breach of this Beta Agreement shall cause FitPay.me irreparable damage for which recovery of money damages would be inadequate and that FitPay.me, therefore, may obtain timely injunctive relief to protect its rights under this Beta Agreement in addition to any and all other remedies available at law or in equity.

DISCLAIMER OF WARRANTY

YOUR USE OF THE BETA APPLICATION IS AT YOUR SOLE RISK. THE BETA APPLICATION ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." FITPAY.ME AND ITS LICENSORS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE BETA APPLICATION ARE FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE BETA APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT ERRORS IN THE BETA APPLICATION WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE BETA APPLICATION ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, FITPAY.ME AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE BETA APPLICATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FITPAY.ME AND ITS LICENSORS, SUPPLIERS AND DISTRIBUTORS ALSO DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF MATERIALS OR DATA DOWNLOADED, UPLOADED, OR TRANSFERRED USING THE BETA APPLICATION. IN ADDITION, ANY SECURITY MECHANISMS IMPLEMENTED BY THE BETA APPLICATION HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE BETA APPLICATION SUFFICIENTLY MEETS YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FITPAY.ME OR A FITPAY.ME AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. FITPAY.ME AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE BETA APPLICATION. YOU BEAR THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE AND ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS BETA AGREEMENT. NO USE OF THE BETA APPLICATION IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL FITPAY.ME OR ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS, SUCCESSORS, DISTRIBUTORS OR RESELLERS (COLLECTIVELY, THE "FITPAY.ME GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS BETA AGREEMENT OR THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE AND THE BETA APPLICATION, INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE FITPAY.ME GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT FITPAY.ME'S SOLE DISCRETION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF FITPAY.ME TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. THE FITPAY.ME GROUP IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL THE FITPAY.ME GROUP BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO YOU IN CONNECTION WITH THE USE OF OR RELIANCE UPON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY EXTERNAL SITES LINKED FROM THE BETA APPLICATION. YOUR SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF ANY DISPUTE WITH FITPAY.ME UNDER OR RELATING TO THIS BETA AGREEMENT ARE TO DISCONTINUE PARTICIPATING AS A BETA TESTER.

INDEMNIFICATION

Upon a request by FitPay.me, you agree to defend, indemnify, and hold harmless the FitPay.me Group from all liabilities, claims, and expenses, including attorney's fees, that arise from your use of Beta Application in a manner not in strict conformance with this Beta Agreement. FitPay.me reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with FitPay.me in asserting any available defenses.

EXPORT CONTROL

You agree to fully comply with all export and import laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and not to directly or indirectly export, re-export, transfer, or release Beta Application, any other commodities, software or technology received from FitPay.me, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You further agree to assume responsibility for and bear all expenses relating to your compliance with the described laws, regulations, rules and orders, and obtaining all necessary authorizations and clearances.

HIGH RISK ACTIVITIES

The Beta Application should not be used for high risk activities. The Beta Application is not fault-tolerant and are not designed, manufactured or intended for use in environments in which their failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems ("High Risk Activities"). THE FITPAY.ME GROUP SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT THE FITPAY.ME GROUP WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF BETA APPLICATION IN SUCH APPLICATIONS.

U.S. GOVERNMENT END-USERS

Beta Application is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire such Beta Application with only those rights as set forth herein.

ELECTRONIC DELIVERY POLICY AND YOUR CONSENT

You understand that FitPay.me communicates and transacts with its users online. You consent to receive all communications, including notices, agreements, legally required disclosures or other information in connection with Beta Application or to you as a user of the Beta Application (collectively, "Notices") electronically from FitPay.me. You agree that FitPay.me generally can send you electronic Notices by (i) e-mail to an e-mail address you provide to FitPay.me for Notices, and/or (ii) by posting the Notices on a main page or channel page of the relevant Beta Application. You must check your designated e-mail address regularly for Notices from FitPay.me. All registrations, agreements, and terms will be completed electronically and will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. The delivery of any Notice from FitPay.me is effective when sent by FitPay.me, regardless of whether you read the communication when you receive it. You may withdraw your consent to receive notices electronically by sending an email to the contact on the beta team for the Beta Application you are testing; however, if you choose to withdraw consent, this Beta Agreement, your license to use Beta Application will automatically terminate.

GENERAL LEGAL TERMS

This Beta Agreement constitutes the entire agreement between you and FitPay.me concerning your use of the Beta Application. This Beta Agreement supersedes all representations, agreements and other communications regarding your use of the Beta Application. Only FitPay.me can amend this Beta Agreement by posting the changes on the FitPay.me Beta website. If any term of this Beta Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that term shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect, or FitPay.me may at its option instead terminate this Beta Agreement. A waiver by either party of any term or condition of this Beta Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer by operation of law or otherwise this Beta Agreement or any rights or obligations herein. This Beta Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. You agree that this Beta Agreement is not intended to confer and does not confer any rights or remedies from FitPay.me upon any person other than you. You also agree that any guidelines posted on the Beta Application and related Web sites, including FitPay.me's enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person.

CHOICE OF LAW, CHOICE OF FORUM

Except to the extent applicable law, if any, provides otherwise, the laws of the State of Delaware, excluding its conflicts-of-law rules, shall govern this Beta Agreement and your use of the Beta Application. You expressly agree that exclusive jurisdiction for any claim or dispute arising from your use of the Beta Application, resides in the federal and state courts of the State of Delaware and you consent to the personal jurisdiction thereof. The foregoing provision may not apply to you depending on the laws of your jurisdiction. This Beta Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF DELAWARE OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF DELAWARE FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

USE OUTSIDE THE U.S.

FitPay.me makes no representation that the Beta Application is appropriate or available for use in locations outside the United States, and where accessing the Beta Application are illegal is prohibited. Those who choose to access the Beta Application from other locations do so on their own initiative and are responsible for compliance with local laws. If you are accessing this Beta Application outside the U.S., then the provisions of this paragraph shall apply: (i) Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents y compris tout avis qui s'y rattache, soient rédigés en langue anglaise. (translation: "The parties confirm that this agreement and all related documentation is and will be in the English language."); (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use any Beta Application; and (iii) you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.