This ABC IGNITE Engagement Addendum will become part of your Master Subscription Agreement (“MSA”) with the ABC Fitness contracting entity (or entities) identified in Section 21 of the ABC Terms of Service (“ABC,” “we,” “us” or “our”) and, in addition to the MSA, will govern your use of the ABC IGNITE Engagement features and functionalities (collectively, the “Engagement App”).

Terms not defined below will have the meanings set forth elsewhere in the MSA. As used in this ABC IGNITE Engagement Addendum, “you” or “your” will refer to the Customer referenced in the Order Form (when the Engagement App is used at the club or studio level), or, as applicable, to the individual trainer, coach, fitness or nutrition professional associated with a Customer (when the Engagement App is used by individuals for their own professional purposes).

1. Engagement App. The Engagement App is comprised of one or more components, including but not limited to: Engagement Coach, Engagement Connect, Engagement Go, Engagement Acquire, and Engagement Total App, based upon the specific services selected in your Order Form.  These Engagement App components may include one or more functionalities, including but not limited to: access to digital coaching and nutrition – including on-demand and digital workouts, nutrition tracking (Advanced Nutrition Coaching), fitness goal tracking and workout and habit tracking – from a single member-centric mobile fitness experience; member management and communications tools; appointment and class booking tools; a custom club-branded mobile application; and membership growth tools. Names and titles of Engagement App components, new components, as well as the availability of specific components and/or functionalities, may be updated or changed from time to time. In connection with your use of the Engagement App, you acknowledge: (i) we do not provide or perform any fitness-related training or coaching; and (ii) we are not responsible for any interactions between you and your End Users that are facilitated through or in connection with the Engagement App, nor do we have any control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the provision of coaching, training, workouts, meal plans, and other services provided by you to End Users.    

2. Engagement Account. To use the Engagement App, you must set up an Engagement App account (“Account”) by supplying a unique user identification name and password (“Business User ID”). We may require that a Business User ID be replaced at any time. That Business User ID, together with any or other information you provide, including, but not limited to, your social media profiles and location, will form your “Profile Information” and allow you to access your Account. You must provide us with true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant that you have not misrepresented any Profile Information. We do not provide backups of your Profile Information, and you are responsible for any Profile Information that may be lost or unrecoverable through the use of the Engagement App.

Once you sign up for an Account, you will have the ability to add employees or other personnel (“Authorized Personnel”) to your Account through the authentication process provided as part of the Engagement App. As part of the authentication process, End Users that you wish to be associated with your Account will be provided with a unique invitation link that they must use to become Authorized Personnel associated with your Account. You are solely responsible for all activities of each Authorized Personnel that occur under or in connection with your Account or the End Users you or your Authorized Personnel train or manage.

If any dispute arises as to who owns or controls a Business User ID, Profile Information, or Account, the payment information we have on file for the Account will continue to be charged in accordance with this Addendum, and you will be responsible to continue to pay for the Engagement App until we receive written confirmation from the Account email address confirming a change in ownership and control of the Account.

3. Trial Program. From time to time, and in our sole discretion, we may offer free or discounted pricing for you to evaluate the use of the Engagement App for a limited period of time (“Trial Program”). If you register for a Trial Program, you may elect to purchase the full Engagement App within the term of the Trial Program specified by us (“Trial Period”) and, in this case, you will be able to use the Engagement App with more than one End User. Once the Trial Period has expired, you agree that our normal billing rates will apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of End Users and usage) that we may impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs. We may terminate or suspend any Trial Program at any time without notice or liability and in our sole discretion.

4. Advanced Nutrition Coaching. Depending on specific services selected in your Order Form, the Engagement App includes a tool that can be used to track nutrition and/or generate meal plans and healthy eating recommendations by or on behalf of End Users (“Advanced Nutrition Coaching”). If you have elected to use Advanced Nutrition Coaching to provide meal planning, healthy eating recommendations or other nutrition services to End Users, you acknowledge and agree that:

1. Advanced Nutrition Coachingis not a diagnostic tool or medical device;
2. Advanced Nutrition Coachingshould not be used for the diagnosis, prevention, monitoring, treatment, alleviation, cure or mitigation of any disease, health or medical condition, injury, disability or physiological or pathological process or state;
3. any recommendations provided through Advanced Nutrition Coachingare not intended to be a substitute for professional medical advice, diagnosis or treatment and you should: (i) review and consider the appropriateness of such recommendations before providing them to or implementing them for any End User; and (ii) encourage End Users to discuss questions about any medical condition or health concern with their physician or other suitable medical professional;
4. if an End User provides any information related to a particular medical condition, you shall have an affirmative obligation to provide a disclaimer clearly stating that: (i) Advanced Nutrition Coachingis not for the purpose of managing or treating the End User’s disclosed medical condition; (ii) based on your qualifications, training or experience you are not in a position to provide advise addressing any medical condition; and (iii) the End User should consult with a medical professional;
5. before using Advanced Nutrition Coaching, you should seek legal advice to determine whether you or your Authorized Personnel are permitted to utilize and provide such services in the jurisdictions in which you conduct business. We are not responsible for, and you are solely responsible and liable for, your compliance with Applicable Laws, including without limitation those governing the provision of dietitian and nutrition services;
6. in marketing, promoting and providing your products and services and Advanced Nutrition Coaching,you are not permitted to provide or suggest that we provide any representations, warranties or guarantees regarding Advanced Nutrition Coaching, or otherwise misrepresent the stated purpose for and intended use of Advanced Nutrition Coaching;
7. you are solely responsible and liable for any representations, warranties or guaranties you make to any End User, including without limitation those related to your title, qualifications, experience or any other information which may either be regulated by state or federal law in the applicable jurisdiction, or otherwise harmful to the contractual rights of any End User who may have relied on such representations, warranties or guaranties;
8. you are solely responsible and liable for the information you input into the Advanced Nutrition Coaching, and you understand that the accuracy, suitability and safety of the meal plans and recommendations generated by Advanced Nutrition Coachingmay be negatively impacted if the information you input is inaccurate or misleading;
9. you are solely responsible and liable for your Authorized Personnel’s access to  Advanced Nutrition Coaching and you are solely responsible for ensuring that only appropriately qualified and credentialed Authorized Personnel access or utilize Advanced Nutrition Coaching; and
10. we make no representations, warranties or guarantees regarding the accuracy of caloric and other food nutritional information provided through Advanced Nutrition Coaching. All such information is sourced from third party food vendors and restaurants. We cannot control the quality, quantity or consistency of foods served and sold by such third parties.

5. Relationship with End Users. If you elect to interact with End Users in connection with the Engagement App, you should enter into a contract with each such End User and you hereby represent and warrant to us that you have obtained all rights and consents necessary from the End User to use their content submitted through the Engagement App. We are not party to any contract that you enter into with an End User and, to the greatest extent permitted by Applicable Laws, accepts no liability whatsoever under or in connection with any such contract. You are solely responsible for ensuring that any contract you enter into with an End User complies with all Applicable Laws.

6. Monitoring. We may, but shall have no obligation to, monitor your Customer Data on the Websites, in the Engagement App, or any website or content created using the Engagement App. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect ourselves or our other customers, or operate the Websites or Engagement App properly, or improve the Websites or Engagement App. We, in our sole discretion, may refuse to post, remove, or require you to remove, any Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate or in violation of this Addendum, or the Agreement, as related to any aspect of the Engagement App.

7. Indemnification. In addition to any indemnification obligations provided for in the MSA or elsewhere in the Agreement, you agree to defend, indemnify, and hold us, our Affiliates, and each of our/their officers, directors, agents and employees (collectively, “ABC Indemnitees”), harmless from any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees and costs) brought by a third party against any of the ABC Indemnitees arising out of or related to your violation of any of the restrictions, obligations, or terms of this ABC IGNITE Engagement  Addendum.