TERMS & CONDITIONS

Terms and Conditions

The following Terms and Conditions govern the Agreement between the Client named above and Gym Grow LLC, (GYM GROW) and its affiliates, employees, sub-contractors, or assigns, entered into effective as of the date of Client’s signature on the Agreement (“Effective Date”). Client and GYM GROW are each referred to as a “Party” and collectively as the “Parties.” The parties each represent that they are authorized to enter into this agreement.

1. TERMS OF SALE. Client shall pay the amount (the “Fee”) agreed to. Client hereby ratifies their understanding that all sales are non-refundable and waive any rights to charge-back with your credit card processor.

Cancelation. If for any reason the client would want to cancel services, they must notify Gym Grow 30 days before the next payment goes through. This cancelation notice must be submitted in writing over email to support@gymgrows.com. In addition you must schedule and take an exit interview with one of our team members over the phone to help us create a better experience for future partners. 

2. RESPONSIBILITIES OF GYM GROW. Gym Grow will keep CLIENT updated on activities and progress at reasonable intervals, and reasonably respond to inquiries regarding progress on campaigns. GYM GROW will allow CLIENT to propose modifications to design and content within the scope of the specifications and scope.

3. INTELLECTUAL PROPERTY AND USE OF MATERIALS. Gym Grow retains all right, title and interest in any and all intellectual property related to or associated with the software and services, including without limitation: Information regarding marketing strategy, sales programs, sales methods and processes, sales proposals, products, services, vendors, training manuals, sales scripts, telemarketing scripts, lead nurturing scripts, operating procedures, tracking sheets, pricing policies, strategic plans, and all other confidential or Proprietary Information belonging to or related to Gym Grow that was shared knowingly or unknowingly. The Client acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the Client will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the Client. Client acknowledges that the content of the Software and Services, including without limitation the materials stated above and information provided to Client as education or otherwise, is confidential and proprietary to Gym Grow; accordingly, The Client, their employees, subsidiaries, affiliates, agents, and assigns agree that they shall not communicate the teachings, materials, or information acquired or learned from Gym Grow to any other person. Client acknowledges that communicating the content of any Software or Services to another person would work substantial and irreparable injury to Gym Grow and that, notwithstanding any other provision of these Terms and Conditions, Gym Grow is entitled to obtain a temporary, preliminary, or permanent injunction from any court of competent jurisdiction, as necessary to prevent such injury. In the event that the Client is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the Client understands that Gym Grow may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the Client agrees that it will provide Gym Grow with prompt notice of such request(s).

License. Client grants Gym Grow a limited, non transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media as well as any sales volume, sales or scheduling conversion rates, sales or scheduling methods and processes, sales proposals, products, services, and other materials therein and solely in connection with using the software or services provided by Gym Grow and direct response marketing in accordance with this Agreement.

Portfolio Release. Client agrees that Gym Grow has the right to use materials created pursuant to this Agreement for Gym Grow’s portfolio, samples, self-promotion including advertising for Gym Grow’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Gym Grow and Client may agree in writing to such limitation.

Remedies. The Client acknowledges that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to Gym Grow, for which monetary damages, on their own, would be inadequate. Accordingly, the Client agrees the adversely affected, Gym Grow, shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement. 

TCPA Compliance. Client agrees to abide by all TCPA laws and all other laws when sending SMS messages from their Gym Grow account. Client agrees to review and update all messaging campaigns prior to going live with their Gym Grow account to ensure proper compliance. Client understand if they violate any TCPA law that Gym Grow may not be held liable and client assumes all risk. 

4. INDEMNITY. Client agrees to protect, defend, indemnify and hold harmless Gym Grow, its officers, directors, employees, subcontractors, or their invitees, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Client’s receipt of Services or actions taken in response thereto. Client’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Gym Grow. Client’s agreement to defend and indemnify Gym Grow includes, but is not limited to, any claim for personal injury sustained while receiving any Access to software or Services or acting on or according to any Service or access received. 

5. NO WARRANTY. Gym Grow disclaims all warranties, express or implied, including without limitation the warranty of fitness for a particular purpose, in connection with the Agreement or the Services or access to Software. Client agrees that the Services and Software are provided without warranty of any kind or description. Gym Grow has made no representations, promises, or warranties, and expressly disclaims any warranties. 

6. LIMITATION OF LIABILITY. CLIENT AGREES THAT IN NO EVENT SHALL Gym Grow ’ LIABILITY TO CLIENT FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT PAID BY CLIENT TO Gym Grow IN THE TWELVE MONTHS PRECEDING THE FACTS GIVING RISE TO ANY CLAIM BY CLIENT. CLIENT WAIVES ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION. 

7. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Gym Grow nor Client shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either Party. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Neither Gym Grow nor Client shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law. 

8. CONFIDENTIALITY. The Parties shall hold the Agreement and these Terms and Conditions confidential, and shall only disclose the same as required by law. 

9. ARBITRATION/CLASS ACTION WAIVER. Any claim or grievance of any kind, nature or description that Client has against Gym Grow, including, but not limited to, economic losses, personal injury, or property damage, shall be exclusively in final and binding arbitration in Atlanta, Georgia. The law of the State of Georgia shall apply to any dispute, without regard to conflict of laws principles. Client agrees not to file suit against Gym Grow, any of its affiliates, subsidiaries, officers, directors, or employees. The arbitration will take place before a single arbitrator (hereafter, “Arbitrator”) agreed upon by Client and Gym Grow. In the event that Client and Gym Grow are unable to reach an agreement on an Arbitrator, Client and Gym Grow will each select an arbitrator, and the two of them will select an Arbitrator, residing in or within 25 miles of Atlanta, Georgia, who will arbitrate the dispute. The arbitrators selected by Client and Gym Grow will have no further involvement in the arbitration. The Party initiating arbitration will do so by submitting a written demand for arbitration to the other Party. The receiving Party must respond within 14 days by providing the claimant a list of proposed arbitrators. Within seven (7) days thereafter, Client and Gym Grow must either agree upon an Arbitrator, or each select an arbitrator for the purpose of appointing the Arbitrator. The dispute will be subject to rules of arbitration as determined by the Arbitrator. Any claim must be brought in arbitration within one (1) year from when the claim arises. By accepting this Agreement, you agree that no other limitations period applies. Client does not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claim subject to arbitration. There is no right or authority for any claim Client has against Gym Grow to be arbitrated on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public or on behalf other persons or entities similarly situated. Claims brought against Gym Grow may not be joined or consolidated with claims brought by anyone else. Each Party will bear its own costs and attorneys’ fees, regardless of which Party, if either of them, is deemed the prevailing party. The decision of the Arbitrator will be final and binding on the Parties and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement. Nothing in these Terms and Conditions prevents Gym Grow from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Gym Grow ’ interest prior to, during, or following the filing of any arbitration or other proceeding 

10. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Georgia, without regard to any choice of law provisions. 

11. ENTIRE AGREEMENT. The Agreement and these Terms and Conditions represent the entire agreement between the Parties and supersede any other written or oral agreement between the Parties. In the event that the terms of this Agreement conflict with or are contrary to the terms of any other agreement between the Parties, the terms of this Agreement shall control. 

12. AMENDMENTS. The Agreement and these Terms and Conditions shall not be amended except in writing signed by both Parties. 

13. NO WAIVER. No waiver by either Party of any of the Terms and Conditions or provisions of the Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of both Parties. 

14. SEVERANCE. In the event any provision of the Agreement or these Terms and Conditions is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and these Terms and Conditions, as so modified, shall continue in full force and effect. 

15. NO ASSIGNMENT. The Agreement cannot be assigned by Client to another Party. The Agreement may be assigned by Gym Grow without the prior written consent of the Client.