Last Posting Date: May 10, 2021

The website located at www.naudilus.com (the “Website”) belongs to Naudilus, LLC. (“Naudilus” "we," "us," or "our"). Naudilus grants you the right to use the Website and the products and services provided through or in connection with the Website (collectively, “Services”) subject to the terms and conditions set forth below (“Terms of Use”). You must read and agree with all of the terms and conditions contained in these Terms of Use and the posted Privacy Policy then in effect ("Privacy Policy"), which is incorporated by reference, before you use the Services. Do not use or access the Services if you do not agree to be bound by these Terms of Use. You must be 18 years of age to use the Services.

USER AGREEMENT

By using this website, you agree to be bound by and to comply with these terms and conditions and the posted Privacy Policy which is incorporated herein as though fully set forth herein

PLEASE NOTE WE ARE NOT RESPONSIBLE FOR ANY ACTIONS AFTER YOU HAVE LEFT THIS WEBSITE. UPON ENTRY INTO A WEBSITE LINKED THROUGH OUR WEBSITE, YOU SHOULD CAREFULLY REVIEW THE PRIVACY POLICY AND TERMS AND CONDITIONS OF USE OF THAT WEBSITE BEFORE ENTERING ANY PERSONAL INFORMATION AS THOSE POLICES AND TERMS WILL DIFFER FROM THESE.

CHANGES TO TERMS AND CONDITIONS AND POLICIES

If you don't agree to these Terms of Use, don't use the Service. We reserve the right, in our sole discretion, to change, modify or otherwise alter these Terms of Use and the posted Privacy Policy, which appear on this website at any time for any reason which change, modification or alteration is effective upon posting on the website without further notice to you. It is your responsibility to review the Terms of Use and the posted Privacy Policy, for changes periodically. Your continued use of the Website or submission of information following the posting of changes and/or modifications will constitute your acceptance of the revisions and the reasonableness of notice of changes.

INTELLECTUAL PROPERTY RIGHTS

The website contains intellectual property owned by Naudilus and other parties. As between Naudilus and you, Naudilus is the sole owner of the Website and all materials on or available through the Website, including without limitation, all applicable U.S. and non-U.S. copyrights, patents, trademarks, and trade secrets, and other intellectual property rights thereto (collectively, the “website Content”). Except as otherwise specifically provided in these Terms of Use, you may not download or save a copy of the Website content or any portion thereof, for any purpose; however, you may print a copy of individual screens appearing as part of the Website content solely for your personal, non-commercial use or records, provided that any Website or other marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens.

Except as otherwise expressly permitted herein, you may not modify, copy, publish, display, transmit, adapt or in any way exploit any portion of the website content unless you first obtain prior written consent from Naudilus, and from all other entities with an interest in the relevant intellectual property.

PROHIBITED USER CONDUCT

You are prohibited from any conduct that, in our sole discretion, restricts or inhibits any other user from using or enjoying the website or any linked website. You are prohibited from accessing or attempting to access private areas of the website or any other user's information. You are prohibited from impersonating any person or entity or otherwise falsely stating or misrepresenting your affiliation with a person or entity.

You are prohibited from using any data, content, and any information provided or used on the website, as well as your use of our website, products and services which will infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any person or entity, including third-parties. You are prohibited from using any data, content or information which contains or promotes any viruses, Trojan horses, worms, time bombs or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the website, data, personal information, software, equipment, servers or content or facilitate or promote hacking or similar conduct. You are prohibited from harvesting, sweeping, or use any other means, to collect information about users of the website; Use automated means, including spiders, robots, bots, scripts, crawlers, or the like, in connection with any activity on the website; Resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without the prior express written authorization of Naudilus; Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any website content; or except as otherwise expressly permitted on the website, use any information you may obtain from the website (including without limitation, user information) to send any other person unsolicited messages, commercial or otherwise, by electronic, telephonic, postal or other means.

LINKED WEBSITES

You may be able to link to third parties’ websites (“Linked Websites”) from our Website. Please know that any Linked Websites are not, however, reviewed, controlled or examined by us in any way and we are not responsible for the content, availability, advertising, products or other materials of any such Linked Websites, or any additional links contained therein. Except as otherwise noted on our website, these links do not imply endorsement of or association with the Linked websites. In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of links to the Linked Websites, the Linked Websites themselves, your participation in activities on such Linked Websites, or the information, material, products or services accessed through these Linked Websites. You should direct any concerns to that website’s administrator or webmaster. We reserve the exclusive right, in our sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Websites from the Website and/or introduce different features or links.

DISCLAIMER OF WARRANTIES

Except as expressly set forth herein, Naudilus is not responsible for any incorrect or inaccurate information or entry of information, whether caused by users of the website or by any of the equipment or programming associated with or utilized in connection with the website or the products or services provided on or through the website, or by any technical or human error which may occur in the processing of information received by Naudilus. Naudilus assumes no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or authorized access to, or alteration of, information received or submitted in connection with the Website. Naudilus is not responsible for any problems, errors or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, or software, or any failure of email on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to participants or to any other person’s computer related to or resulting from use of the Website or Website Content.

OUR WEBSITE, INCLUDING THE WEBSITE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, NAUDILUS, AND ITS, SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, ADVERTISORS, SUCCESSORS AND ASSIGNS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE WEBSITE, AND THE WEBSITE CONTENT; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NAUDILUS DOES NOT WARRANT OR GUARANTEE THAT ANY PORTION OF THE WEBSITE OR THE WEBSITE CONTENT WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR THAT ACCESS TO THE WEBSITE OR WEBSITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

LIMITATION OF LIABILITY

IN NO EVENT WILL NAUDILUS, ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, PROVIDERS, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES AND SHAREHOLDERS BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE OR WEBSITE CONTENT, EVEN IF ALL SUCH PARTIES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE WEBSITE OR THE WEBSITE CONTENT.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MONITORING WEBSITE USAGE

You agree that we may electronically monitor the website and disclose any content, records, or electronic communication of any kind (i) to satisfy any legal process or request; (ii) to operate the website; or (iii) to protect Naudilus rights or the rights of the users, sponsors, providers, licensors, or merchants. You further agree that we may use any technology available to us to monitor your path through the website as well as delivery from and two third party websites. Such monitoring is necessary to ensure functionality of our website and links as well as payment tracking between all parties.

INDEMNITY

You agree to defend, indemnify and hold Naudilus, its subsidiaries, partners, agents, affiliates, licensors, providers, successors and assigns and their respective officers, directors, employees and shareholders harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from, in connection with or as a result of your use or inability to use the Website and or Website Content, any information provided to you by the website, or any violation of these Terms of Use by you.

RELEASE

YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE NAUDILUS AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, CLIENTS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.

YOU ALSO AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES; “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

DEALINGS WITH THIRD PARTIES

Your interaction or business dealings with any third parties as a result of your use of this Website and participation in our Service, including, but not limited to, business dealings with participating advertisers, or any other terms, conditions, warranties, representations associated with such dealings, are solely between you and such third party. You agree that Naudilus shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of any link through to such third party on our website.

This Agreement will be interpreted in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within thirty (30) days (or any mutually agreed extension of time), shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in Los Angeles, California. Either party may commence the arbitration process called for herein by submitting a written demand for arbitration with the AAA and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures in effect at the time of submission of the demand for arbitration. The costs of arbitration plus reasonable attorneys’ fees (including fees for the value of services provided by in house Provider) shall be awarded to the prevailing party in such arbitration. Judgment on the award rendered by the arbitrator may be entered in the Superior Court of California, Los Angeles County, or the United States District Court for the Central District of California.

WAIVER AND SEVERABILITY OF TERMS

The failure by Naudilus to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision. If any provision of these is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between you and Naudilus and governs your use of the Website and Service, superseding any prior agreements. You also may be subject to additional terms and conditions that may apply when you use other Website services, affiliated services, third party content or third-party software.

AMENDMENT

These Terms of Use are subject to occasional revision, and if Naudilus makes any substantial changes, Naudilus will notify you by prominently posting notice of the changes on the Website. Any material changes to these Terms of Use will be effective upon thirty (30) calendar days following the posting of notice of the changes on the Website. These changes will be effective immediately for new users of the Website. Continued use of the Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of this Website.

STATUTE OF LIMITATIONS

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF RELATED TO USE OF THE SERVICE OR THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

If you have any questions about these Terms of Use, you can contact us by email at assistance@naudilus.com.