Version: 1.0
Effective Date: May 24, 2024
Application. These Terms govern your access to and use of the Services. The scope of these Terms is strictly confined to the matters explicitly described herein and does not encompass or involve any ancillary or unrelated transactions, activities, or services.
Acceptance. By accessing or using the Services, creating a purchase order, paying the Fees, or clicking the acceptance checkbox in connection with these Terms, you acknowledge that you have read, understood, and accepted these Terms without modifications. You agree to be bound by these Terms and all terms incorporated herein by reference, constituting a legally binding agreement between you and us. If you do not accept or agree to these Terms, you must not use the Services or submit a purchase order, and you are prohibited from accessing and using the Services. In such a case, you must immediately discontinue any use of the Services.
Definitions. The definitions for terms used throughout these Terms are provided in Section 14. Please refer to this Section for any clarification on terminology.
Important. Please read these Terms carefully as they impact your obligations and legal rights. Section 3 contains very important disclaimers related to the Services; do not use the Services unless you have completely reviewed and agreed with Section 3. Note that Sections 10 and 11 contain provisions governing the choice of law, dispute resolution terms, and class action waiver. Before accepting these Terms, carefully review Sections 7, 8, 9 as they outline the limitation of liability, your obligations to indemnify the Body Buddy Parties, and include disclaimers of warranties regarding the Services.
Content. While using the Services, you may have the opportunity to purchase access to specific Content offered by us. Access to the Content is limited in time according to the terms provided by us. You hereby acknowledge that the Content may have been automatically translated from its original language, which could result in errors, inaccuracies, or inconsistencies.
Content Description. The Content description is available on the Website and typically encompasses courses comprising video, audio, text, and other materials. It is your sole responsibility to select the Content based on its description.
Recommendations and Disclaimers. The Content may include specific recommendations and disclaimers, such as suggested gestation periods and contraindications. Compliance with these recommendations and disclaimers is mandatory, and we shall not be held liable for any consequences resulting from non-compliance.
Content Update and Removal. We reserve the right, with or without notice, to update or remove both the Content description and the Content itself at any time.
No Healthcare Services or Substitute to Healthcare Services. The Services are intended solely to assist you in achieving overall health, fitness, and wellness goals. We do not provide Healthcare Services and the Services should not be considered a substitute for professional Healthcare Services. To the maximum extent permitted by applicable law, we are not responsible for any health problems that may result from training programs, consultations, products, or events you learn about through the Services. Your use of the Services does not create a doctor-patient, therapist-patient, or other healthcare professional relationship between you and us. By accessing or using the Services, you acknowledge the risks involved in exercise activities, including the risk of bodily injury or death, especially during and following pregnancy.
Consult Your Doctor. The Services are provided to a general public, are not customised to your specific case, and may not be suitable for all individuals, therefore you should consult with your doctor, physician, or other qualified healthcare professional to determine whether relying on the Content would be safe and effective for you. You are expressly prohibited from accessing or using the Services against medical advice or if doing so might pose any health risk, either generally or in your particular situation. In this context, you acknowledge full responsibility for your health, life, and well-being, as well as that of your children, born and unborn, and all your decisions.
No Guarantee of Results. We do not make any guarantees concerning the level of success you may experience, and testimonials and examples provided on the Website or Social Media Accounts are not intended to represent or guarantee that anyone will achieve the same or similar results. Your results may vary based on individual factors, and your failure to meet your goals shall not be treated as our breach hereof.
Website Licence. Subject to your adherence to these Terms, we hereby grant you the Website License, which shall remain valid until expiration or termination of these Terms. Your access and use of the Website shall not contravene the terms of the Website License.
Content Licence. Subject to your payment of the relevant Fees and adherence to these Terms, we hereby grant you the Content License, which will remain valid until the access to the Content is terminated or until these Terms are terminated as outlined herein, whichever is earlier. Your access and use of the Content shall not contravene the terms of the Content License and these Terms.
Ownership. Other than expressly outlined herein, you do not receive any rights, title, or interest in or to the Content and the respective rights holders reserve the right to prohibit any use of the respective Content at any time. Any rights not expressly granted to you under the Website Licence or Content Licence are reserved by us or other rights holders. You may not obscure, remove or alter any marks or notices displayed within the Website or Content. You shall not copy, upload, download, reproduce, imitate, or share the Website or Content, in whole or in part, unless you have the right to do so or with our prior written permission.
Copyright Infringement. If you believe that any Content violates your copyright or the copyright of the right holder you represent, we encourage you to notify us. Your written notification should include: (i) your name, residential address, email address, and telephone number, as well as those of the copyright owner you represent (if applicable); (ii) a description of the copyrighted work that you claim has been infringed; (iii) a statement from you affirming that you have a good faith belief that the disputed use is not authorised; and (iv) a statement confirming that all information provided by you is accurate and that you or the person you represent are the copyright owner. If you are acting on behalf of the copyright owner, you should additionally provide us with a document or another instrument authorising you to act on the copyright owner’s behalf.
Feedback. By providing Feedback, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid-up, worldwide licence to use, copy, edit, reproduce, translate, publicly display and perform, distribute, commercialise, and create derivative works from your Feedback. You also grant us the right to assign these rights to third parties, either in whole or in part. We may utilise, reproduce, disclose, make publicly available, and otherwise exploit any Feedback you provide at our sole discretion, without any restrictions or obligations to you.
Fees. In order to receive access to the Content, you shall pay us the Fees in the amount outlined on the respective Content page of the Website and as may be additionally notified to you once the purchase is made. We reserve the right to change the Fees at any time with or without notice.
Payment Terms. The Fees shall be paid as a full prepayment in the currency indicated on the respective Content page of the Website.
Taxes. We may need to apply certain taxes, such as VAT, which will be indicated at the payment stage and are your responsibility to pay in full.
Commissions. You shall be solely responsible for the payment of your commissions and fees, such as commissions of your bank.
Refunds. Unless otherwise required under the applicable law, the Fees paid by you to us are non-refundable and you hereby waive your right to request refund. If and to the extend under the applicable law the foregoing waiver is not valid and you are entitled to a mandatory refund, including if you are entitled to withdraw from the transaction, then within the term outlined in such applicable law, which is typically fourteen (14) days from the date of payment, you shall have the right to request a refund of the Fees paid. To request a refund, you will have to contact us within the appropriate timelines and in accordance with the terms outlined herein. If as of the date of your request you have reviewed certain Content that was already provided to you, then the amount of the refund will be prorated and reduced accordingly.
Representations. By using the Services, you represent and warrant that: (i) you possess the legal capacity to accept these Terms, (ii) you are at least 18 years old, or such other age of majority according to the laws of your jurisdiction, (iii) you will access the Services in compliance with these Terms, (iv) you will not utilise the Services for any unlawful or unauthorised activities, (v) our use of the Services will not contravene any applicable laws or regulations, and (iv) you are not subject to any sanctions, including the sanctions imposed by the European Union.
Prohibited Use. While using the Services, you shall not: (i) provide any information that is untrue, inaccurate, not current, or incomplete; (ii) access or use the Services for any purpose other than its intended use, except as specifically authorised or approved by us; (iii) retrieve data or other content from the Services to create or compile a collection, compilation, database, or directory without our written permission; (iv) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Services; (v) resell the Services or use the Services for commercial purposes; (vi) share access to the Services with any person or make the Services available to other people; (vii) use the Services to create a similar or competitive product or service; (viii) decompile, disassemble, or reverse engineer the Services or circumvent, disable, or interfere with security-related features of the Services; (ix) use, launch, develop, or distribute any automated system, including spiders, robots, scrapers, or offline readers accessing the Services; (x) restrict other legitimate users from accessing the Services; (xi) use the Services in a manner inconsistent with applicable laws or regulations; or (xii) use the Services contrary to these Terms.
In each instance, you are solely responsible for deciding whether to use the Services, and any use thereof will be at your own risk. Under no circumstances shall we be responsible for or held liable for your access to or use of the Services, or any actions or activities conducted by you. The Services are provided on an "as is" and "as available" basis, and we make no warranty of any kind, express or implied. This includes implied warranties of title, integration, merchantability, and fitness for a particular purpose, all of which are expressly disclaimed and denied. Specifically, we do not warrant, whether expressly or impliedly: (i) that the Services will function as expected or represented, have specific functionality, or contain particular components, (ii) that the Service will be uninterrupted, timely, secure, or error-free, or (iii) that using the Services will meet your expectations, be fit for a specific purpose, or be beneficial or suitable for you.
Exclusion and Limitation of Liability. To the maximum extent permitted under the applicable law, in no event shall (i) the Body Buddy Parties be liable or responsible for any indirect, punitive, exemplary, incidental, or consequential damages of any kind. The Body Buddy Parties shall also not be liable for loss of goodwill, loss of profits (including expected), loss of data, diminution of value, or business interruption arising out of or in connection with these Terms or the Services, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory; (ii) except for us, the Body Buddy Parties be held personally liable in connection with these Terms or the Services. However, this provision shall not limit our liability as an entity; (iii) the Body Buddy Parties be liable or responsible for damages or losses arising from the Force Majeure Circumstances; (iv) the Body Buddy Parties be liable or responsible for the Third-Party Content, or damages or losses arising from any acts or omissions of third parties, including the operators of the Third-Party Services; (v) the Body Buddy Parties be liable or responsible for damages or losses arising in relation to or from the circumstances outlined in Section 3, including if you fail to consider or fail to properly consider the terms of Section 3; and (vi) the aggregate liability of the Body Buddy Parties to you for all damages and losses arising out of or in connection with these Terms or the Services exceed the amount paid by you to us hereunder.
Exceptions. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted under the applicable law. Notwithstanding anything to the contrary contained therein, these Terms do not limit our liability for death or personal injury caused by negligence.
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Body Buddy Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) arising from or related to: (i) your violation of these Terms, including any untrue or false representations or warranties made by you; (ii) your access to or use of the Services; and (iii) the exercise, enforcement, or preservation of our rights, powers, or remedies (or considering doing so) concerning you in connection with these Terms. We reserve the right to exclusively control the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this section. This indemnity provision is supplementary to, and not instead of, any other remedies available to us under applicable law or equity.
Governing Law. These Terms, as well as any and all relationships between you and us relating to the Services or any transaction contemplated in these Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
Disclaimers. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. The choice of law prescribed in this Section shall not prejudice the mandatory provisions of the law that may nevertheless apply to the transactions hereunder.
Informal Dispute Resolution. For any dispute that you have against us or relating in any way to these Terms or the Services, we encourage you to first contact us and attempt to resolve the dispute informally by sending a notice to us by email.
Binding Arbitration. Subject to the provisions of this Section, any disputes arising out of or in connection with these Terms or the Services, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference herein. Any arbitration will occur in London, UK. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the London Court of International Arbitration. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone).
Opt-Out. Notwithstanding anything to the contrary contained herein, you are entitled to opt out of the settlement and resolution of the disputes in the binding arbitration as prescribed in this Section by sending written notice to us via email within fourteen (14) days after your acceptance of these Terms. Your notice shall include your name, residence address, email address, telephone number and an obvious and unequivocal statement of your willingness to opt out of the settlement and resolution of the disputes in the binding arbitration. If you exercise your opt-out right within the term established herein, all other parts of these Terms will remain in full force and will continue to apply to you. The exercise of your opt-out right as prescribed herein has no effect on any other arbitration agreements that we and you may execute in the future. If you opt-out as outlined herein, any dispute shall be submitted to and shall be finally resolved by the courts of England and Wales.
Confidentiality. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, litigation, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration, litigation, or disputes.
Waiver of Court Proceedings. Unless you opt out of the settlement and resolution of the disputes in the binding arbitration as prescribed herein, except for any disputes in which either we or you seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and we hereby waive your and our respective rights to have any dispute arising from or related to these Terms or the Services resolved in a court.
No Class Actions. Any dispute arising out of or related to these Terms or the Services is personal to you and us and will be resolved solely through individual arbitration or litigation, as the case may be, and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There shall be no class or other type of representative action, where an individual attempts to resolve a dispute as a representative of another individual or group of individuals.
Statutes of Limitation. To the maximum extent permitted under the law, you and we hereby agree that any claim arising out of or related to these Terms or the Services shall be filed within one (1) year after the ground for such claim arose; if the claim is not filed within this term, such claim shall be permanently barred, which means that neither you, nor we will have the right to assert such claim.
Term. These Terms will be in full force until terminated in accordance with the terms prescribed herein.
Termination. You may terminate these Terms at any time by terminating your access to and use of the Services. We may terminate these Terms at any time if you are, or if we suspend that you are, in breach of these Terms, or if we terminate the Services.
Survival. Sections 3-14 of these Terms shall survive any expiration or termination of these Terms, regardless of reason. Any termination hereof shall not affect the rights accrued prior to the termination of these Terms.
Modifications. We reserve the right to modify, supplement, or update these Terms at our sole discretion. Any changes will be reflected in the "Last Updated" date at the beginning of these Terms, along with a new version number. In cases of substantial updates, we may provide additional notification through any of the Communication Channels. Unless otherwise specified by us, the updated Terms will take effect immediately, and your continued use of the Services constitutes acceptance of these changes. If you disagree with any part of the amended Terms, you must cease accessing or using the Services immediately. Your ongoing use of the Services implies acceptance of the revised Terms.
Personal Data. Your personal data is processed in accordance with our Privacy Notice.
Communications. By agreeing to these Terms, you consent to receive all Communications electronically in connection with the Terms and the Services. We may deliver Communications through any of the Communication Channels, but only those clearly marked as relating to these Terms will be considered as such. If you provide us with your email address, we may (but are not obligated to) send Communications to you via email. All Communications mentioned in this paragraph will be considered as written, legally valid, and fully delivered to you on the day following their publication or transmission, as applicable. You can electronically contact us by sending Communications via email to hello@bodybuddy.com.ua. We may request additional data or documents to identify you properly.
Validity and Enforceability. If any provision or part of these Terms is deemed illegal, invalid, or unenforceable under present or future law, and if it does not materially and adversely affect the rights or obligations of any party: (i) such provision will be fully separable, (ii) these Terms will be interpreted and enforced as if the illegal, invalid, or unenforceable provision had never been a part of them, (iii) the remaining provisions will remain in full force and unaffected by the illegal, invalid, or unenforceable provision or its separation, and (iv) a legal, valid, and enforceable provision as similar as possible to the illegal, invalid, or unenforceable provision will automatically be added to these Terms. However, the invalidity or unenforceability of any provision or part of these Terms will not affect the validity or enforceability of the other provisions, all of which will remain fully effective.
Language. The English version of these Terms and any Communications is currently considered the only official version.
Entire Agreement. These Terms, along with any documents referenced herein, constitute the entire agreement between you and us concerning the matters discussed herein. They supersede all prior understandings, written or oral, between you and us regarding these matters, including any public statements, promises, publications, or representations made by us, unless expressly provided otherwise herein.
Third-Party Beneficiaries. Except for the Body Buddy Parties, there shall be no third-party beneficiaries to these Terms; however, their consent shall not be required to amend, assign, or terminate these Terms.
Assignability. You may not assign or transfer any rights or obligations under these Terms without our prior written consent, including through operation of law or in connection with any change of control. We reserve the right to transfer or assign these Terms, including any rights and obligations, at any time without requiring your additional consent or approval.
No Waiver. Our failure or delay in exercising any right or remedy provided under these Terms or by law does not constitute a waiver of that right or remedy, nor does it limit or prevent further exercise of that or any other right or remedy. Our exercise of any right or remedy, whether in full or in part, does not prevent further exercise of that or any other right or remedy.
Definitions. In these Terms, unless the context requires otherwise, the terms shall have the following meaning:
“Body Buddy”, “we”, “our”, “us” means Hallwil OÜ, an Estonian limited liability company having registered address at: Estonia, 1015, Harju county, Tallinn, 50-201 Vesivärava Street.
“Body Buddy Parties” means us and our shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees.
“Communications” means any letters, notices, messages, demands, requests, or other communications which may be required, permitted, or contemplated hereunder.
“Communication Channels” means the Website, Social Media Accounts, and email.
“Content” means any information, text, graphics, videos, photos, and other items that are made available to you via the Website or the Learning Management System.
“Content License” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and view the Content on the terms set forth herein.
“Feedback” means any comments, suggestions, recommendations, or other feedback, provided by you in connection with or relating to the Services.
“Fees” means the fees charged by us from you in connection with the Content.
“Force Majeure Circumstances” means any unforeseeable events beyond our control that occur after your acceptance of these terms and impede the performance thereof. Such circumstances may encompass, but are not limited to, events such as fire, flood, hostilities, pandemics, acts of God, explosions, strikes, wars, civil unrest, revolutions, riots, terrorism, military actions, interventions, epidemics, pandemics, insurrections, labour disputes, accidents, sanctions, governmental actions, embargoes, injunctions, court orders, or similar prohibitions established by authorities. Additionally, they may include vulnerabilities, bugs in software, actions or inactions of Third-Party Service providers or other parties, system interference or destruction by malicious programs, power outages, equipment or software malfunctions, or errors.
“Healthcare Services” means any healthcare services or medical advice, including counselling, testing, evaluation, prescription, procedure, or therapy related to exercise, nutrition, weight loss, wellness, mental health, or the avoidance, prevention, diagnosis, or treatment of any injury, illness, disease, or condition.
“Learning Management System” means the learning management system (platform or other venue) that is used to deliver the Content to you.
“Services” means the Website and related service, including the Content.
“Social Media Accounts” means our accounts in social media, such as Instagram or Telegram, which are outlined on the Website.
“Terms” means these Body Buddy Terms of Service, as may be amended from time to time including any documents that constitute a part hereof.
“Third-Party Content” means any content, information, materials, videos, photos, graphics, articles, and items provided by any person, other than us.
“Third-Party Services” means any services, platforms, website, and solutions that are not provided by us, explicitly including the Learning Management System.
“you”, “your” means the person who accepts these Terms.
“Website” means the Body Buddy website available at https://www.bodybuddy.com.ua, including any of its subdomains.
“Website Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Website for its intended purposes on the terms set forth herein.
Interpretation. Unless stated otherwise, when referring to one gender, it encompasses all genders; singular words extend to the plural and vice versa; any terms following expressions like "including," "include," or "in particular" serve as examples and do not restrict the meaning of preceding words or terms; Section headings do not alter how these Terms are understood. By agreeing to these Terms, you acknowledge that no interpretation should disadvantage us solely because we drafted them.