Please read these Terms of Service (the “Agreement”) carefully. Your use of the Service (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Thee Little Bird (“Thee Little Bird” or “we” or “us”) concerning your use of (including any access to) the online services that Thee Little Bird makes available for use through applications in different platforms such as, but not limited to, web application, mobile application, connected equipment integration and application (collectively, together with any software, web pages, cloud services, content, and other materials and services available therein, and successor service(s) and app(s) thereto, the “Service”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Thee Little Bird through the Service or otherwise made available to you by Thee Little Bird.

By using the Service, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement. Please note that separate requirements may apply to a minor’s use of any Thee Little Bird Service.

If you are an individual accessing or using the Service on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Service and to any such Organization. Please note that use of the Service by or on behalf of any Organization may also be subject to additional terms made available by Thee Little Bird from time to time, which are hereby incorporated by this reference into this Agreement.

By using the Service, you are also agreeing (i) that you have read and understood our Privacy Policy, which sets out how we collect, process, and use your information, and (ii) to our Medical Disclaimer. Please read these Terms carefully before you start to use the Service. We recommend that you print a copy of these Terms for future reference. If you do not agree to these Terms, you must not use the Service.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY Thee Little Bird IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Thee Little Bird will make a new copy of the Terms of Service available at the Site and within the Application, and any new supplemental terms will be made available from within or through the affected Thee Little Bird Service. We will also update the effective date at the top of these Terms of Service. If we make any material changes, we will provide notice of such material changes on the Site, and if you have a Subscription with us, we will also attempt to notify you by sending an email at the last e-mail address you provided to us in your account registration. Any changes to the Agreement will be effective immediately for new users of the Thee Little Bird Service and will be effective for existing users upon the earlier of (a) the effective date at the top of these Terms of Service and (b) your consent to and acceptance of the updated Agreement if Thee Little Bird provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Thee Little Bird may require before further use of the Thee Little Bird Service is permitted.

1. GENERAL

1. This document was last updated on 08 December 2023.

2. By using our Site and Services, you are agreeing to these Terms and representing that you are at least twelve years old and that if you are between twelve years old and eighteen years old, your legal guardian has reviewed and agrees to these terms and is happy for you to access and/or use our Site and Services.

3. Thee Little Bird reserves the right to amend or change these Terms at any time without notice. By using the Site and Services after any changes have been posted, you agree to any new terms.

4. We may suspend, restrict, or terminate your account and your access to our Site and Services with or without notice if we believe that you have breached these Terms.

2. HEALTH DISCLAIMER

1. THE THEE LITTLE BIRD SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT 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, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL OR HEALTH-RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE THEE LITTLE BIRD SITE OR HEARD ON THE THEE LITTLE BIRD SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE THEE LITTLE BIRD SERVICE IS SOLELY AT YOUR OWN RISK.

2. Do not engage in Thee Little Bird workouts if your physician or medical provider has instructed you not to engage in an exercise program. You should stop your workout and contact your physician if you experience any of the following symptoms: overheating, dizziness, fainting, fatigue, shortness of breath, or chest pain.

3. Research developments may impact the health and nutritional advice that appears on the Service. No assurance can be given that the information contained in the Service will always include the most recent developments.

3. PRIVACY POLICY

1. Your submission of information through the Service is governed by Thee Little Bird’s Privacy Policy, located at www.theelittlebird.com/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Service is and will remain accurate and complete and that you will maintain and update such information as needed.

4. LICENSE

1. Subject to your compliance with these Terms and for so long as you are permitted by us to access the Site and use the Services, Thee Little Bird grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access the Site and use the Services for your own personal, non-commercial purposes. This license includes the right to download the Thee Little Bird’s app and view any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site and Services.

2. Except as expressly permitted by these Terms, you will not copy, reproduce, modify, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Site, Services, or any content or materials within them, nor will you take any measures to interfere with or damage the Site or Services.

5. INTELLECTUAL PROPERTY RIGHTS

1. You acknowledge and agree that all copyright, trademarks, and all other intellectual property rights in the Products, Site, and Services and all material or content supplied as part of the Products, Site, and Services will remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorized by us in accordance with these Terms. All rights not expressly granted by Thee Little Bird in these Terms are reserved.

6. AVAILABILITY

1. We cannot guarantee that you will have uninterrupted access to the Site and our Services at all times. While we will make all efforts to avoid it, access may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads, or events outside of our control.

2. The inclusion of any products or services on Site at a particular time does not imply or warrant that these products or services will be available at any time. We reserve the right to discontinue any Products or Services at any time.

3. You may be required to download and install updates to the Thee Little Bird App to maintain access to our Services. Failure to do so may result in certain features and services being unavailable or adversely affected.

7. ACCURACY

1. We try to be as accurate as possible on the Site about the Services and Products, including pricing, package inclusions, and any other details related to our Service. However, while we try our best to ensure that product information on our website is correct, it is possible that the Site may contain errors or inaccuracies. We, therefore, reserve the right to correct any errors, inaccuracies, or omissions and to change and update information at any time without prior notice.

8. ACCOUNT REGISTRATION

1. In order to access the Services, you’ll need to register for a Thee Little Bird account and have a valid subscription and/or a free trial.

2. All information that you provide when opening an account must be accurate and up to date, including your name, address, credit or debit card numbers and expiration dates, and any other payment information. You must notify us about any changes, if your payment method is canceled or if you become aware of a potential breach of security such as the unauthorized disclosure or use of your username or password.

3. You agree that you will take all steps necessary to protect your login details and keep them secret. You agree that you will not share your details or allow someone else to use your account. If you do not keep your login details secret, or if you share your account or details with someone else, you accept full responsibility for the consequences (including being charged for additional subscriptions).

9. SUBSCRIPTIONS

1. You can purchase a subscription directly on our website at www.theelittlebird.com or through an app provider such as Apple, Google Play Store or other App Stores where the App will be available (“App Provider”).

2. We accept payment from the payment options shown at checkout, including Visa, Mastercard, and American Express. We reserve the right to check the accuracy and validity of the payment method used, including its credit status in relation to the order value. We may refuse orders depending on the result of these checks.

3. We reserve the right to change our prices at any time. Prices of subscriptions may vary depending on the type of subscription and the country where you are located.

4. If the credit card that you use to pay is denominated in a currency other than US dollars (USD), you acknowledge that you may be charged additional administrative and/or currency conversion fees by the applicable bank or service provider, for which you will be responsible.

5. From time to time, we may, ourselves or through our partners, offer free trials to new users. Each person is entitled to no more than one free trial.

6. If during the free trial sign up you choose a subscription and provide payment details to us, you will automatically be charged for the full price of the chosen subscription when the free trial ends, unless you cancel beforehand.

10. RENEWALS, CANCELLATIONS, AND REFUNDS

1. Where you have signed up for a free trial, you can cancel any time before the end of the free trial period and you will not be charged. Please note that you may lose any right of withdrawal that you have if you have used the Services during the Cancellation Period or the free trial.

2. Following expiry of the Cancellation Period or any free trial, subscriptions are non-refundable and there is no right to refunds or credits unless required by law.

3. Your subscription will automatically renew unless you cancel. You may cancel your subscription at any time. Cancelling your subscription will take effect at the end of the current subscription period and no future payments will be taken. You will not receive a refund for any unused portion of your subscription.

4. Once you have canceled, unless otherwise stated, you can continue using the Services until the end of your current subscription period.

5. Cancellation and Refund

a. If you have purchased your subscription directly with us from our Site, you can cancel by emailing us at customerservice@theelittlebird.com with the subject CANCEL. No refunds will be given. You can continue using the Services until the end of your current subscription period.

b. Where you have subscribed through an App Provider, you must cancel directly with them.

c. Please ensure that you cancel at least 72 hours before the end of the term to avoid any charges being taken.

d. If the request is approved, please allow no less than 5 to 7 days for the refund to be processed and sent back to you via the payment method used to subscribe.

e. If we suspend or terminate your subscription pursuant to these Terms, you may lose the remainder of any subscription, and we will not refund you for the remaining term.

11. CONTENT

1. The content and other material and services available through the Service may include instructional videos, exercise routines, exercise records, and other media. You acknowledge and agree that Thee Little Bird is not a healthcare provider or fitness instructor; that the Service (including any recommendations and any information available through the Service that may be personalized) may not be appropriate for you, and does not constitute or replace medical advice; and that Thee Little Bird is not responsible for any results that may (or may not) be obtained from the use of the Service. You acknowledge and agree that it is your sole responsibility to consult with your personal physician regarding any medical condition, impairment, or disability that may prevent or limit your ability to use the Service. You further understand and agree that you are solely responsible for abiding by your personal physician’s recommendation as to any such medical restrictions and for using the Service solely in accordance with your personal physician’s advice.

2. Individuals under 17 years old are not permitted to use or access the Service, unless supervised by individuals who are legally of age.

12. PROHIBITIONS

1. In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Service or Site:

a. for any unlawful purpose;

b. to solicit others to perform or participate in any unlawful acts;

c. to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;

d. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

e. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

f. to submit false or misleading information;

g. to upload or transmit viruses or any other type of malicious code that will or may be used in any way to affect the functionality or operation of the Service or of any related website, other websites, or the Internet;

h. to collect or track the personal information of others;

i. to spam, phish, pharm, pretext, spider, crawl, or scrape;

j. To reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein;

k. to reverse engineer, decompile or disassemble any portion of the Service, except where such restriction is expressly prohibited by applicable law;

l. to remove any copyright, trademark or other proprietary rights notice from the Service

m. for any obscene or immoral purpose; or

n. to interfere with or circumvent the security features of the Site, Services or any related website, other websites, or the Internet.

13. EXTERNAL LINKS

1. We may provide links to other websites from time to time. These links are provided for your convenience. We do not endorse or take responsibility for the content of those websites, are not responsible for the availability of those websites and will not be liable in any way for any loss or damage which you may suffer by using those websites. If you decide to access linked websites, you do so at your own risk.

14. USER CONTENT AND SOCIAL MEDIA

1. Any content or materials that you provide or make available through the Site or any social media channels of Thee Little Bird (“User Content”), whether publicly posted or privately transmitted, is your sole responsibility. You represent that all User Content submitted is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules, and regulations.

2. You grant Thee Little Bird a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform, and display (through all media now known or later created), edit, modify, and make derivative works from the User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any moral rights (or equivalent rights) or rights of privacy or publicity in your User Content. You represent that you own (or have all rights necessary to grant Thee Little Bird the rights to use) all User Content and that Thee Little Bird will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content.

3. If you make suggestions to Thee Little Bird about improving or adding new features or products to the Products, Site, or Services or you otherwise provide feedback, products or Services reviews or testimonials, to the extent any license is required, you hereby grant to Thee Little Bird a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise use your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.

4. We have no obligation to monitor, review, filter, moderate, or remove any User Content from the Site. Nevertheless, we reserve the right to take any such actions at our sole discretion.

15. TRANSACTIONS

1. We may make available the ability to purchase or otherwise obtain certain Products through the Service (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.

2. Thee Little Bird reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. Refunds and exchanges will be subject to Thee Little Bird’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Service at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by email, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

3. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained in the Service. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.

16. DISCLAIMER OF WARRANTIES

1. To the fullest extent permitted under applicable law: (a) the Service and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Thee Little Bird disclaims all warranties with respect to the Service and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Thee Little Bird and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

2. While we try to maintain the timeliness, integrity and security of the Service, we do not guarantee that the Service is or will remain updated, complete, correct or secure, or that access to the Service will be uninterrupted. The Service may include inaccuracies, errors, and materials that violate or conflict with this Agreement.

17. WAIVER

1. You understand that by using the Service, you may be exposed to a variety of hazards and risks, foreseen or unforeseen, including risks that arise as a result of entering a gym space or any other space or environment in which the Service is made available, performing physical activity, and/or using the equipment on which the Service is available. You understand that injuries or damage could occur by natural causes or activities of other persons, including the activities of other persons using such equipment, or other third parties (including third-party fitness instructors and other exercise participants), whether as a result of negligence or otherwise. To the fullest extent permitted by applicable law, you voluntarily assume all risk of loss, damage, and injury to person or property that may arise from, or that is related to, your use of the Service, whether such risk is known or unknown to you.

2. You hereby waive and release Thee Little Bird, to the maximum extent permitted by law, from any claim, action, suit, or demand arising out of or in connection with the use of the Services (including with respect to any physical injury or death). You acknowledge that neither Thee Little Bird nor its affiliates will incur any obligation to you under any legal theory (including negligence) as a result of your use of the Service. You agree that this release is binding upon you and your heirs, executors, administrators, successors, and assigns.

18. LIABILITIES AND INDEMNITIES

1. To the fullest extent permitted by law, we exclude all conditions, warranties, representations or other terms, which may apply to the Services, Site or Products, whether express or implied. This does not affect your statutory rights as a consumer.

2. We will not be liable to you for any lack of performance, or the unavailability or failure of any of our Services or Site, or for any failure by us to comply with these Terms, where such lack, unavailability or failure arises from any cause reasonably beyond our control.

3. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Services or to your downloading of any content from it, or on any website linked to it.

4. We will not be liable for any damage that may be caused to any device on which you access or use our Services that is caused in any way by our Services, unless that damage is directly caused by our failure to exercise reasonable skill and care in the provision of the Services.

5. We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations or otherwise out of or in connection with these Terms for:

a. any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);

b. any loss of goodwill or reputation; or

c. any special or indirect losses, suffered or incurred by that party arising out of or in connection with the provisions of any matter under these Terms;

6. Nothing in these Terms limits or excludes our liability for:

a. death or personal injury by our negligence;

b. fraudulent misrepresentation; or

c. any other liability that cannot be excluded by law;

7. Subject to the above, any liability we do have for losses you suffer is strictly limited to the purchase price and the losses that were foreseeable. Loss or damage is only foreseeable where they could be contemplated by you and us at the time of you agreeing to these Terms.

8. To the fullest extent permitted by law, you agree to indemnify and hold Thee Little Bird harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of:

a. your breach of these Terms;

b. any allegation that any materials that you submit to us or post on our Services infringe or otherwise violate the intellectual property rights of a third party; and

c. your access or use of our Services.

19. TERMINATION

1. This Agreement is effective until terminated. Thee Little Bird may terminate or suspend your use of the Service at any time and without prior notice, for any or no reason, including if Thee Little Bird believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Service will immediately cease, and Thee Little Bird may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials.

20. DISPUTE RESOLUTION

1. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the South Carolina, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Thee Little Bird, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Thee Little Bird and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

2. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.

3. You may opt out of this agreement to arbitrate by emailing [Client’s Support Email] with your first name, last name, and address within thirty (30) days of accepting this agreement to arbitrate, with a statement that you decline this arbitration agreement.

21. COPYRIGHT INFRINGEMENT CLAIMS

1. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Service infringe your copyright, you (or your agent) may send to Thee Little Bird a written notice by mail or e-mail, requesting that Thee Little Bird remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Thee Little Bird a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details.

2. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

22. MISCELLANEOUS

1. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Thee Little Bird. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Thee Little Bird relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Thee Little Bird relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Thee Little Bird will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.