“Terms & Conditions”

WARNING! PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

THESE RROX TRAINING TECHNOLOGY TERMS AND CONDITIONS (TERMS AND CONDITIONS) SET OUT THE TERMS AND CONDITIONS UPON WHICH ROXX TECHNOLOGY LIMITED (RTL) AGREES TO PROVIDE YOU WITH ACCESS TO THE RROX TRAINING TECHNOLOGY WEBSITE (WEBSITE) AND THE INFORMATION AND CONTENT AVAILABLE ON THE WEBSITE (CONTENT).

BY CLICKING “I AM OVER 18 AND I ACCEPT AND HAVE READ THE RROX TRAINING TECHNOLOGY TERMS AND CONDITIONS” DURING THE REGISTRATION PROCESS, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS YOU MUST NOT CLICK “I AM OVER 18 AND I ACCEPT AND HAVE READ THE RROX TRAINING TECHNOLOGY TERMS AND CONDITIONS”, AND YOU WILL HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE OR CONTENT.

RTL agrees to provide the Website and Content on the following terms and conditions:

1. ACCESS TO WEBSITE

1.1 To use the Website and access the Content, users will need compatible devices and operating systems, and internet access. It is your responsibility to ensure your software, hardware and systems are able to operate with the Website and Content.

1.2 You are responsible for keeping your Website login information, including your user name and password, secret and secure. You agree not to permit any other person to use your log-in information.

1.3 RTL may at any time decline to allow you access to the Website, or any Content, and RTL is not obliged to state a reason for such action.

1.4 You acknowledge and agree that RTL may at any time and without any notice to you modify, suspend, limit, relocate, remove, or disable access to, the Website or any Content. RTL will not be liable to you as a result of any such actions.

2. WEBSITE INTEGRITY

2.1 You must not:

(a) damage, interfere with or harm the Website, or any network or system underlying or connected to the Website, in any way whatsoever;

(b) reverse engineer or decompile the Website or any software comprising or underlying the Website, or in any manner attempt to derive the source code of any such software, except to the extent expressly permitted under applicable law;

2.2 If you do any of the things listed in clause 2.1, then you agree that you will be responsible to RTL for any losses, damages, costs or expenses incurred or suffered by RTL as a result.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Website is provided to individuals and fitness experts who wish to prepare and/or carry out exercise routines and programmes based on the Content. RTL grants to you and you accept, a non-exclusive, non-sublicensable, non-transferable licence to access the Website and use the Content solely for such purpose.

3.2 You acknowledge that:

(a) the Website and Content are of significant commercial value to RTL and its licensors;

(b) all copyright, trade marks, database rights and other intellectual property rights in the Website and Content are owned by RTL or its licensors; and

(c) except as expressly stated in these Terms and Conditions, no right or licence is granted to you in relation to the Website or Content.

3.3 You must not do any of the following:

(a) copy any of the Content unless expressly permitted to do so by RTL, provided that you may print out a copy of any exercise programme created on the Website;

(b) compile or extract any Content for the purpose of making such Content available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration; or

(c) use the RROX trade mark, or any other proprietary trade mark of RTL or its licensors, in a manner that is reasonably considered by RTL or its licensors to be a misuse or appropriation of that trade mark.

4. PRIVACY POLICY

4.1 Personal information collected from you during your use of the Website will be used, disclosed and held by RTL in accordance with RTL’s Privacy Policy.

4.2 You acknowledge that you have read RTL’s Privacy Policy and accept its terms. You acknowledge that RTL’s Privacy Policy may be amended or reviewed from time to time and that your continued use of the Website will constitute acceptance of any amendments or revisions to RTL’s Privacy Policy.

5. THIRD PARTY SITES

5.1 RTL is not responsible for any content or information on any website that is linked to the Website (including any content or information on any website of any advertiser), as RTL has no control over such websites. RTL includes such links for your convenience and you should not consider such linking as an endorsement by RTL of any business, product, service or information on that website.

6. LIAbILITY IN RELATION TO EXERCISES

6.1 You acknowledge and agree the following in relation to the exercises shown on the Website (Exercises):

(a) RTL gives no warranties or representations about the effectiveness of any particular Exercise. A number of factors may impact on the effectiveness of an Exercise, including diet, a person’s health and physiology, and the equipment upon which an Exercise is performed;

(b) you should not perform any Exercise if you are unwell, in pain, or not in good health, without first seeking proper medical advice;

(c) you should consult with your health professional if you are unsure about whether you are fit or healthy enough to undertake any Exercise, or if you feel unwell or experience sudden pain while performing an Exercise;

(d) you should consult with your health professional if you are on any medication, before performing any Exercise;

(e) you should not attempt too many Exercises in one session. You should be especially careful if you are not in good physical shape; and

(f) you should talk to a fitness expert or personal trainer if you do not understand the instructions for any Exercise routine, before starting the Exercise.

6.2 WHILE REASONABLE CARE HAS BEEN TAKEN TO ENSURE THAT THE EXERCISES ARE SAFE AND EFFECTIVE, ALL EXERCISES ARE PERFORMED AT YOUR OWN RISK, AND NEITHER RTL NOR ITS LICENSORS WILL BE NOT RESPONSIBLE FOR ANY UNSATISFACTORY OUTCOMES OR INJURIES THAT MAY RESULT.

6.3 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU:

(a) RELEASE RTL AND ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL LIABILITY; AND

(b) IRREVOCABLY WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE AT LAW OR IN EQUITY AGAINST RTL OR ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS,

ARISING AS A RESULT OF YOUR PERFORMING ANY EXERCISE.

7. LIMITATIONS ON THE LIABILITY OF RTL

7.1 RTL DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR CONTENT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RTL DISCLAIMS ANY LIABILITY ARISING FROM SUCH MATTERS.

7.2 YOU ACKNOWLEDGE THAT NEITHER RTL NOR ITS LICENSORS GIVE ANY WARRANTIES OR REPRESENTATIONS IN RELATION TO THE WEBSITE OR CONTENT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES RELATING TO THE OPERATION OR AVAILABILITY OF THE WEBSITE OR CONTENT. YOU ACKNOWLEDGE THAT:

(a) YOU DO NOT ENTER INTO THESE TERMS AND CONDITIONS IN RELIANCE ON ANY REPRESENTATION, WARRANTY, TERM OR CONDITION EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS; AND

(b) ANY CONDITIONS, WARRANTIES OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED FROM THESE TERMS AND CONDITIONS TO THE FULLEST EXTENT PERMITTED BY LAW.

7.3 IN NO EVENT WILL RTL OR ITS LICENSORS BE LIABLE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) TO YOU FOR:

(a) LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, LOSS OR CORRUPTION OF DATA OR WASTED MANAGEMENT OR STAFF TIME; OR

(b) LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,

ARISING DIRECTLY OR INDIRECTLY OUT OF THESE TERMS AND CONDITIONS OR YOUR USE OF THE WEBSITE OR CONTENT, EVEN IF RTL OR ITS LICENSORS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY RTL OR ITS LICENSORS.

7.4 THE MAXIMUM LIABILITY OF RTL AND ITS LICENSORS TO YOU ARISING OUT OF ANY AND ALL CLAIMS UNDER THESE TERMS AND CONDITIONS, OR RELATING TO THE WEBSITE OR CONTENT, WILL NOT IN ANY CIRCUMSTANCES EXCEED IN AGGREGATE NZ$10.00.

7.5 YOU MAY NOT BRING ANY PROCEEDINGS UNDER THESE TERMS AND CONDITIONS IN RELATION TO:

(a) ANY ACT OR OMISSION OF RTL; OR

(b) ANY BREACH BY RTL OF THESE TERMS AND CONDITIONS,

MORE THAN TWO YEARS FOLLOWING THE DATE YOU FIRST BECAME AWARE OF THE RELEVANT ACT, OMISSION OR BREACH.

7.6 NONE OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THESE TERMS AND CONDITIONS WILL HAVE THE EFFECT OF LIMITING OR EXCLUDING ANY FORM OF LIABILITY WHERE SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

8. INDEMNITY

8.1 YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS RTL AND ITS OFFICERS, EMPLOYEES AND AGENTS AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES THAT MAY ARISE AS A RESULT OF

(a) ANY BREACH BY YOU OF THESE TERMS AND CONDITIONS; AND

(b) ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY EXERCISE PERFORMED AS A RESULT OF YOUR ACCESSING THE WEBSITE.

9. AMENDMENTS

9.1 RTL may amend these Terms and Conditions from time to time. Notice of any such amendments will be announced on the Website and will be effective immediately, unless RTL states otherwise. You are responsible for reviewing the Website regularly to obtain timely notice of any such amendments.

9.2 Your continued use of the Website will constitute your acceptance of any changes or revisions to these Terms and Conditions.

10. GENERAL

10.1 The rights granted to you under these Terms and Conditions are personal to you. You may not assign, sub-license or transfer any of your rights or obligations under these Terms and Conditions to any other person without RTL’s prior written consent. RTL may assign, transfer or novate any or all of its rights and obligations under these Terms and Conditions without requiring your written consent.

10.2 These Terms and Conditions contain the whole of the contract and understanding between the parties relating to the matters covered by them. These Terms and Conditions supersede all prior representations, agreements, statements and understandings between the parties relating to those matters, whether verbal or in writing. The parties acknowledge that they do not rely on any representation, agreement, term or condition that is not set out in these Terms and Conditions.

10.3 If any provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions will remain otherwise in full force apart from such provisions, which will be deemed deleted.

10.4 No failure or delay by RTL to exercise any right or remedy under these Terms and Conditions will be construed or operate as a waiver of such right or remedy. No single or partial exercise by RTL of any right or remedy will preclude the further exercise of such right or remedy.

10.5 New Zealand law governs the formation, validity, construction and performance of these Terms and Conditions. These Terms and Conditions are subject to the non-exclusive jurisdiction of the New Zealand courts, to which the parties submit.

ACCEPTANCE

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND, BY CLICKING “I AM OVER 18 AND I ACCEPT AND HAVE READ THE RROX TRAINING TECHNOLOGY TERMS AND CONDITIONS” DURING THE REGISTRATION PROCESS, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS.