Train of Thought Inc. Service Subscriber Terms of Service

Last revised: March 1, 2021

Effective date: March 1,2021

These terms and conditions (the “Terms,” “Terms of Use,” or “Terms of Service”) represent an agreement between you, an individual looking to improve their personal health and habits (hereafter “you,” “your” or the “User”) and Train of Thought Fitness Inc., a British Columbian corporation having its registered address at 202 – 2245 West Broadway, Vancouver, BC V6K 2E4 (hereinafter referred to in these Terms as “Train of Thought”, “we”, “us” or the “Company”). The Terms govern your access to Train of Thought's Service at Trainofthoughtfitness.thinkific.com (the “Website” or “Site”), your rights and obligations with respect to User Date that you place in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account by which you will access the Service, (hereinafter an “Account”) for use in connection with the Service, as owned and operated by Train of Thought Inc., should you choose to create one.

These Terms of Service, which you agree may be modified or amended periodically by Train of Thought at Train of Thought’s sole discretion, is a legally binding agreement made by and between Train of Thought and you, personally and, if applicable, on behalf of the entity for which you are using Train of Thought’s products or services. These Terms of Use govern your interactions with Train of Thought.

BY CLICKING “I AGREE,” OR BY ACCESSING AND USING TRAIN OF THOUGHT IN ANY WAY, YOU AGREE TO BE BOUND BY THESE PORTAL TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THESE PORTAL TERMS OF USE, DO NOT USE TRAIN OF THOUGHT AND EXIT NOW.

About the Site

Train of Thought’s Site and Services are designed to provide tools for Users to improve their health and fitness through physical training and nutritional information. Everything we offer on the Site, which may include more than health and nutritional services, is referred to in these Terms of Service collectively as the “Services.” Some of what is on the Site is viewable without registering with us, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal information for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy.

Definitions for purposes of this Agreement:


Accepting the Terms

It is important that you read these Terms carefully. If you do not agree to these Terms, please do not use the Train of Thought Service. By accessing or using the Train of Thought Service, you represent, warrant and signify that:

  1. you are at least 19 years of age;
  2. that you have read, understood and agree to be bound by these Terms as they may be amended from time to time;
  3. you have read and understand our Privacy Policy, the terms of which are incorporated herein by reference (the 'Privacy Policy'), and agree to abide by the Privacy Policy.

If you accept these Terms, you represent that you have the capacity to be bound by them.

To the extent any provision in any Supplemental Agreement conflicts with any provision in these Terms of Service, the provisions contained in this Terms of Service shall prevail.

Changing the Terms

We may add, discontinue or revise these Terms or any aspect, mode or design of the Train of Thought Site, which include but are not limited to the:

  1. scope of the features;
  2. timing of the features;
  3. software/hardware required for access to the Train of Thought Service; and
  4. geographic locations or jurisdictions in which certain features may be available.

We may amend the Terms without notice for non-material amendments. We will provide you with notice of a material change in the terms and conditions (including changes in pricing) by setting out:

  1. the new or amended agreement terms;
  2. how such terms read formerly;
  3. the date of the coming into force of the amendment; and
  4. your rights as a consumer.

We highly recommend that users read any amendments carefully. We have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary no later than thirty (30) days after the amendment comes into force that you desire to cancel the contract, deregister, or unsubscribe from access to the Train of Thought Service. We will post the most current Terms on the Site and your use of the Train of Thought Service is subject to the most current Terms as posted on the Site at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms.

Using the Service

You need not register an account with the Website to browse the information that is publicly viewable by anyone using a standard Internet browser. To use the features of the Services intended for Users, you must first register an account with the Service. When you register as a User, we may ask for your first and last name, telephone number, email address, credit card information, and any other information required to deliver the Service to you, and you will be required to create a password. When you complete the registration process, you are subject to the payment terms as set forth on our pricing page.

Your use of any information or materials on this Website is entirely at your own risk, for which Train of Thought shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Website, its partners, or affiliates, meet your specific requirements.

You acknowledge and agree that you shall comply with the following policies:

  1. No Advertising or Commercial Solicitation. You will not, nor will you attempt to, advertise or solicit any user to buy or sell any products or services through the Site or Services;
  2. No Harassment of Train of Thought Employees or Agents. You will not harass, annoy, intimidate or threaten any Train of Thought employees or agents engaged in providing any portion of the Services to you.
  3. No Copying or Harvesting of Site Content. No portion of this Site, including but not limited to, User names, addresses, phone numbers, email addresses, or copyrighted text, images and/or other media may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose such as for use on a "mirrored," competitive, or third party site without express written consent of Train of Thought. You may not make any commercial use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any of our trademarks, logos, or other proprietary information (including images, text, page layout, or form). You may not use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information.
  4. Geographic Limitations. You will only use the Services in a manner consistent with this Agreement and any and all applicable local, state, provincial, territorial, federal, national and international laws and regulations. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
  5. Voluntary Use. Your use of the Portal is voluntary and at your discretion.
  6. Permitted Use. You will use the Portal only as permitted and not attempt to harm or circumvent any of its security features or use Train of Thought for any purpose other than as described in these Train of Thought Terms of Use, Supplemental Agreement, and/or related policies or terms of use.
  7. No obligation to intervene in disputes between Users: You agree that we have no duty or obligation to enforce, mediate, adjudicate, or otherwise resolve disputes between Train of Thought Users.

Compliance with the above referenced membership eligibility criteria is necessary for your use of the Website. If you fail or are unable to comply, you will be in breach of these Terms Should Train of Thought find that you violated the terms of the membership eligibility criteria or any other terms stated herein, Train of Thought reserves the right, at its sole discretion, to immediately terminate your use of the Website or its Services.

User Responsibility

You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that you or Train of Thought may incur). You understand that when using the Train of Thought Service, you may come across material that you find objectionable, offensive or indecent and agree that you are using the Train of Thought Service voluntarily and at your own risk.

You agree and understand that Train of Thought is providing a service intended to facilitate and support the development and betterment of your personal health and fitness. You agree and understand that the information you encounter/receive while using Train of Thought is solely advisory in nature and that you retain the ultimate responsibility for your personal health. You agree and understand that any reliance by you upon Train of Thought shall not create an obligation or a relationship of responsibility by Train of Thought for your personal health.

Disclaimer Regarding Your Health:

Train of Thought is not a medical program, nor are any of its employees or representatives licensed to practice medicine in British Columbia, or any other region. IN NO WAY SHOULD TRAIN OF THOUGHT’S SERVICES BE HELD OUT TO BE, MISTAKEN FOR, OR USED IN PLACE OF PROFESSIONAL MEDICAL TREATMENT OR ADVICE. Additionally, knowledge and understanding about human wellness is constantly expanding. While Train of Thought’s nutritional and exercise advice is based on our best understanding of the available science, this is subject to change, and we can make no guarantees that Train of Thought’s Services will always reflect the most current medical research.

It is a necessary condition of these Terms that you must be in a general state of health sufficient to participate in and/or follow the actions as shown in the Services. If you are aware, or should reasonably be aware, of any pre-existing medical condition we advise that you consult a licensed doctor about your participation in Tran of Thought’s Services before beginning. This advice is particularly important if you know that you have:

Additionally, Train of Thought’s Services are not designed for Users who are pregnant. One-to-one sessions may be made to meet pregnant User’s needs, but only after you arrange a meeting with Train of Thought staff to determine viability on a case-by-case basis.

Your use of Train of Thought’s programs and services is at your own risk. Always listen to your body, know your limits, and work within them. If, as a result of participating in Train of Thought’s Services, you notice any negative health effects, including – but not limited to – dizziness, headaches, nausea, or shortness of breath, consult a physician immediately.

Regarding Train of Thought’s nutrition advice: you are responsible for knowing and accounting for any know dietary allergies or restrictions, and checking the ingredients in any foods recommended by Train of Thought before following said recommendations.

Always know and understand your body, and do not push past your limits in the hopes that you will achieve the desired results faster; healthy living is a lifelong process.

Privacy

Your privacy is very important us. Please review our Privacy Policy, which is hereby incorporated into these Terms by reference. The Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Train of Thought Service.

Third Party Links

The Train of Thought Service may link to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty or guarantee by us of any such linked site or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should you elect to enter into an agreement or contract with any such website, you agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites. This includes any services upon which Train of Thought relies for the fulfilment of Services, such as credit card processors, which will be governed by their own Terms of Use. Train of Thought recommends that you familiarize yourself with them as well.

Intellectual Property and Rights

Rights to content provided by us:

You acknowledge and understand that, except for Protected Content (as defined below), we own all right, title and interest in: (a) the Train of Thought Service; data files; and (b) all e-mails; computer software; advertisements; sponsored content, trade-marks, copyrighted material and other intellectual property rights; (all such information, individually and collectively, being the “Protected Content” ), which you may have access to when using Train of Thought’s Services, are owned either by us or the entity from which such Protected Content originated. The Protected Content is protected by our intellectual property rights or the rights of the entities who have licensed or otherwise provided such Train of Thought Content.

Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Train of Thought Service. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on Protected Content that you do not own or to which you do not have rights, or to create derivative works based on the Train of Thought Service. You may not infringe upon our intellectual property and the intellectual property of any other entities that provide the Protected Content; or adapt, reproduce, publish or distribute copies of any information or material found on the Train of Thought Service in any form (including by e-mail or other electronic means), without our prior written consent.

Limited license:

Subject to your compliance with these Terms of Use, Train of Thought grants you a limited, non-exclusive right to use Train of Thought, and any content and materials made available to you in connection with your use of Train of Thought, only for the purposes (and subject to such further limitations) as Train of Thought may provide from time to time. The content on Train of Thought is provided solely for your personal use. Republication, distribution, or use of Train of Thought content that is inconsistent with these Terms of Use is strictly prohibited.

This license may be revoked upon breach of these Terms by you and shall automatically be revoked upon termination or expiration of this Agreement.

Train of Thought may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Train of Thought Service. We do not grant you any right or license to use any of our intellectual property other than as expressly set out in these Terms and in other licenses between you and us.

Service Disclaimers

When you provide information to us you represent and warrant that you have the right to do so and you have no reason to believe you are violating the rights of any person or any contract or other obligation to which you are subject.

Train of Thought Service provided as-is:

The Train of Thought Service is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that you use the Train of Thought Service at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Train of Thought Service. We accept no responsibility for the accuracy of any Train of Thought content provided by, or created using, the Train of Thought Service except as otherwise set out in these Terms.

Downtime:

The Train of Thought Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between you and the Train of Thought Service.

Limitation of Liability

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, nor for any special, indirect or consequential, incidental or exemplary damages ( collectively, a “Claim” ), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

  1. these Terms;
  2. communications received by you through your access to the Train of Thought Service;
  3. the use of the Train of Thought Service and any related applications including third party services;
  4. the use of any software related to the Train of Thought Service;
  5. viruses, spyware, service provider failures or internet access interruptions;
  6. potential PIPA, PIEDA or GDPR violations;
  7. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
  8. any Content relating to the use of the Service, even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which you have paid for the Train of Thought Service in the previous three (3) month period. Any voluntary election by Train of Thought to increase this damages limitation is voluntary and shall not be construed as an admission of fault or construed as a waiver of any of the other terms of this agreement or the attached supplemental agreements.

Indemnification

You agree that you will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally: your breach of these Terms; your access to and/or use of the Train of Thought Service; and any loss of, or damage to, any property, or injury to, or death of, any person (including You) caused by Your access to and/or use of the Train of Thought Service; and (b) specifically, your breach of the intellectual property rights of any third party these Terms.

You agree that you will be solely responsible for all activities that occur under your account, whether you are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

Duration of the Terms

These Terms are effective on the date that you register for the Service until our relationship with you is terminated.

You may stop using Train of Thought and its Services at any time, except to the extent you agree otherwise in the use of particular services offered on a subscription, prepaid, or similar basis. Train of Thought has the unrestricted right to terminate, limit, or revoke your access at any time for any reason, with or without notice. Following termination, you will not be permitted to use Train of Thought. If your access to Train of Thought is terminated, Train of Thought may exercise whatever means it deems necessary to prevent unauthorized access to the Portal, including but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider. These Terms of Use will survive indefinitely unless and until Train of Thought chooses to terminate them or the Train of Thought service, regardless of whether any account you open is terminated by you or Train of Thought or whether you continue to use or continue to have the right to use other Train of Thought Services. Upon termination by Train of Thought of your ability to use Train of Thought, Train of Thought may, at its sole discretion, refund any fees or charges paid applicable to the terminated services, solely to the extent such services or purchased products have not already been provided by Train of Thought.

You may terminate your relationship with us by canceling your account at any time, using the Website interface.

We may terminate our relationship with you immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

  1. if you have missed a payment for your use of the Train of Thought Service;
  2. if you have not adhered to any or all the provisions of the Terms or if it appears that you do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
  3. if required to terminate the relationship by law; or
  4. if providing the Train of Thought Service is no longer commercially viable for us.
  5. Any other reason, as solely determined by Train of Thought Staff, if such action is reasonably prudent to maintain the integrity of the Train of Thought brand, technical integrity, and/or Train of Thought Service.

On termination of our relationship:

  1. we will immediately revoke your license to use the Train of Thought Service;
  2. we will delete all data and information associated with your account in accordance with consumer privacy legislation.

Governing Law and Forum of Disputes

By visiting the Site or using the Train of Thought Service, you agree that the laws of the Province of British Columbia, Canada without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and us. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the province of British Columbia, Canada, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of British Columbia, Canada. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid fees owed by you.

Miscellaneous

You agree that we are not liable for a delay or failure in performance of the Train of Thought Service or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms. The insertions of headings are for reference purposes only and are not to affect the interpretation of these Terms.

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company. All covenants, agreements, representations and warranties made in these Terms, except where otherwise indicated in these Terms of Service agreement, shall survive your acceptance of these Terms and the termination of our relationship.

The Agreement will constitute the entire agreement between us and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Train of Thought Privacy Policy, the terms and conditions found herein shall prevail.

Contact

By providing us with your e-mail address, you agree to receive all communication from us required to maintain your access to and security while using the Website electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. If you have any questions or comments regarding these Terms, or if you wish to withdraw your consent to these terms, please contact our head office by email at [email protected] or at the address first noted above.