Terms and Conditions​DIGITAL TERMS OF USEThese Digital Terms of Use (together with the Additional Terms below, the “Terms”) set forththe terms and conditions applicable to and governing your access to and use of any and allwebsite, whether mobile, tablet, smart watch or otherwise, of Whoa Fitness LLC and any of itsaffiliates or subsidiaries (collectively, “Whoa Fitness”, “”we,” “us,” or “our”) on which theseTerms are posted, including all features, functionalities, services and content) made availablethrough such websites (collectively, the “Digital Properties”) BY USING THE DIGITALPROPERTIES, OR ANY OF THE FEATURES, FUNCTIONALITIES, SERVICES ORCONTENT MADE AVAILABLE THROUGH THE DIGITAL PROPERTIES, YOU AREACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND AND AGREED TO THESETERMS AND EXPRESSLY AGREE THAT THEY FORM A BINDING CONTRACTBETWEEN YOU AND WHOA FITNESS.CHANGES TO THE TERMSThese Terms may change as we continue to evolve our business, as well as the Digital Propertiesor any portion thereof. If we change these Terms, we will post the revised document here andsuch changes will be effective immediately upon that posting. Your continued use of the DigitalProperties constitutes your acceptance of such changes and agreement to be bound by themodified Terms, and so we recommend that you review these Terms periodically when accessingor using the Digital Properties.We recommend that you print or otherwise save a copy of these Terms, as updated from time totime, for your reference.These terms were last updated: November [date], 2024ARBITRATION AGREEMENT AND CLASS ACTION WAIVERInformal Dispute DistributionOur goal is to do our best to ensure that every experience with Whoa Fitness will exceed yourexpectations. If that doesn’t happen, we hope you will give us the opportunity to try to addressany problem or concern. To do so, please contact us by visitinghttps://www.whoafitnessnyc.com/ and clicking on “Contact.” When contacting us, we ask thatyou include your name, address, phone number and email address, and a description of yourproblem or concern and any specific relief you seek.Arbitration AgreementBy using the Digital Properties, you and Whoa Fitness agree to submit any and all Disputes (asdefined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of theUnited States Code), which shall govern the interpretation and enforcement of this arbitrationagreement (“Arbitration Agreement”). Arbitration shall be before either (1) ADR Systems ofAmerica LLC, https://www.adrsystems.com/.WE EACH AGREE THAT, EXCEPT AS PROVIDED IN THE DEFINITION OF DISPUTESBELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASEDON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, INCLUDING ALL ISSUESRELATING TO THE ENFORCEABILITY, INTERPRETATION, SCOPE, ANDAPPLICATION OF THIS ARBITRATION AGREEMENT (SUCH AS “GATEWAY” ISSUESOF ARBITRABILITY, WHETHER THE ARBITRATION AGREEMENT ISUNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION) WILL BERESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHERTHAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THIS ARBITRATIONAGREEMENT.Class Action WaiverBy using the Digital Properties, you agree that the arbitration of any Dispute (as defined below)shall be conducted on an individual, not a class-wide basis, and that no such arbitrationproceedings may be consolidated with any other arbitration or other legal proceedings involvingWhoa Fitness or any other person. You further agree that you, and anyone asserting a claimthrough you, will not be a class representative, class member, or otherwise participate in a class,representative, or consolidated proceeding against Whoa Fitness. We and you agree that thearbitrator of any Dispute between us may not consolidate more than one person’s claims, andmay not otherwise preside over any form of a class or representative proceeding or claim (suchas a class action, representative action, consolidated action or private attorney general action).If the foregoing class action waiver (“Class Action Waiver”) or any portion thereof is found tobe invalid, illegal, unenforceable, unconscionable, void or voidable, then the ArbitrationAgreement will be unenforceable, and the Dispute will be decided by a court. Any claim that allor part of the Class Action Waiver is invalid, illegal, unenforceable, unconscionable, void orvoidable may be determined only by a court of competent jurisdiction and not by an arbitrator.Definition of DisputeExcept as described below, the term “Dispute” in this Arbitration Agreement and Class ActionWaiver means any dispute, claim, or controversy between you and Whoa Fitness regarding anyaspect of your relationship with Whoa Fitness, whether based in contract, statute, regulation,ordinance, tort (including without limitation fraud, misrepresentation, fraudulent inducement,negligence, gross negligence or reckless behavior), or any other legal, statutory or equitabletheory, whether related to the access to and use of the Digital Properties or otherwise, andincludes the validity, enforceability or scope of these Terms, except for the scope, enforceabilityand interpretation of the Arbitration Agreement and Class Action Waiver.However, “Disputes” SHALL NOT include claims that all or part of the Class Action Waiver isinvalid, unenforceable, unconscionable, void or voidable, or any claim for public injunctiverelief, i.e., injunctive relief that has the primary purpose and effect of prohibiting allegedunlawful acts that threaten future injury to the general public. Such claims may be determinedonly by a court of competent jurisdiction and not by an arbitrator.How Will the Arbitration Work?Either you or Whoa Fitness may initiate arbitration proceedings. The arbitration will beconducted before a single arbitrator. The arbitration will be an individual arbitration, and shall inno event be commenced as a representative or class arbitration.If you or Whoa Fitness initiate arbitration, ADR Systems’ Commercial Arbitration Rules willapply. These rules are available at https://www.adrsystems.com/wp-content/uploads/2014/07/ADR-Systems-Commercial-Arbitration-Rules.pdf.If required for the enforceability of the Arbitration Agreement under the Federal Arbitration Act,Whoa Fitness will pay all arbitrator’s costs and expenses. If not, those costs will be paid asspecified in the above-referenced rules.Where Will the Arbitration Be Held?You can bring the arbitration in either New York. In the event that Whoa Fitness initiates anarbitration, it will only do so in New York. As set forth in “Governing Law” section below, thearbitrator will apply New York law.Access to the digital propertiesThe Digital Properties are intended for use by adults who reside in the United States, or thoseadults outside of the United States who, by using the Digital Properties, consent to use of theDigital Properties in accordance with United States laws, these Terms. If you choose to accessthe Digital Properties from locations outside of the United States, you do so on your owninitiative and at your own risk. By using or attempting to use the Digital Properties, you arerepresenting to Whoa Fitness that you meet the foregoing eligibility requirements and have thelegal capacity to enter into and be bound by these Terms.You are solely responsible for any charges incurred in obtaining access to the Digital Properties,including without limitation charges from your Internet service provider and/or wireless carrier.While you may be able to purchase certain goods or services through the Digital Properties, theDigital Properties themselves are currently provided for free. Whoa Fitness reserves the right tochange the nature of this relationship at any time, without prior notice or liability to you. Inaddition, access to certain Digital Properties or portions thereof may be limited to Whoa Fitnessmembers, as described in the “Your Account” section below.AvailabilityWhoa Fitness has no obligation to maintain the Digital Properties, in whole or in part, nor does ithave any obligation to provide you with any related maintenance or support services. WhoaFitness reserves the right to render the Digital Properties, in whole or in part, temporarily orpermanently unavailable or to otherwise terminate, suspend access to, replace, or modify theDigital Properties, in whole or in part, at any time and for any or no reason, without prior noticeor liability to you.​YOUR ACCOUNTSome portions of the Digital Properties may invite or require you to create an account andassociated log-in credentials, and you may not be able to access certain Content or features,functionalities, or services of the Digital Properties, without creating and logging into such anaccount. In some instances, the right to create an account may be limited to current members ofWhoa Fitness in good standing. You agree to provide true, accurate and current informationwhen creating an account, and you are responsible for updating your account information asneeded to ensure it remains current. You are responsible for maintaining the confidentiality ofyour log-in credentials, and you hereby acknowledge and agree that you are fully responsible andliable for all usage and activities that occurs under your account, whether authorized by you ornot. You agree to notify Whoa Fitness immediately if you know of or suspect any unauthorizeduse of your account or password or any other breach of security related to your account.Notwithstanding anything to the contrary in these Terms, Whoa Fitness reserves the right to denythe creation of, suspend access to or terminate any account(s), or to remove or modify Content,features, functionalities and/or services available to account holders, at any time in its solediscretion and without prior notice or liability to you.LIMITED RIGHT TO USE THE DIGITAL PROPERTIESSubject to your compliance with these Terms, Whoa Fitness gives you the limited, non-exclusive, non-transferable, and revocable right to access and use the Digital Properties solelyfor your personal and non-commercial use. However, Whoa Fitness does not give you any rightto, and you hereby agree not to do any of the following: Use the Digital Properties or any portion thereof for any commercial purpose or for thebenefit of any other person or entity, including without limitation by selling, renting,leasing, assigning, transferring, hosting, or otherwise commercially exploiting any DigitalProperty or any portion thereof. Use a false email address or other identifying information, impersonate any person or entityor otherwise misrepresent your relationship with Whoa Fitness. Use the Digital Properties for any unlawful purposes. Copy, stream, reproduce, duplicate, archive, store (other than standard browser caching),download, publish, modify, make derivative works of, reverse engineer, translate, ordistribute any Digital Property or portion thereof by any means, other than as expresslyallowed by these Terms or as otherwise clearly contemplated by the features andfunctionalities of the Digital Properties – for example, by sharing Content through a socialmedia “share” feature. You may also print or save to your computer, phone or personaldevice a reasonable number of pages from the Digital Properties, but solely for your ownpersonal, internal and non-commercial purposes. Remove, alter, bypass, avoid or circumvent any copyright, trademark or other proprietarynotice, digital rights management mechanisms or other content protection measuresincluded in or associated with the Digital Properties or any Content. Similarly, you may notmodify, remove, or otherwise interfere with any embedded player that may made availablein connection with certain Content. Use any software robots, spiders, crawlers, or similar data mining, gathering or extractiontools or methods, whether automated, programmed or manual, including without limitationto access, acquire, copy, monitor or make submissions through any portion of the DigitalProperties. Knowingly or intentionally take any other action that may impose an unreasonable burdenor load on the Digital Properties or its servers and infrastructure.Any unauthorized use by you, or otherwise under your account or on your computer or personaldevice, of the Digital Properties any portion thereof will immediately terminate the limited rightsgranted to you under these Terms, and such termination will be without prejudice to any otherright or remedy Whoa Fitness may have under applicable law or in equity.ACCEPTABLE USECertain features or functionalities of the Digital Properties may permit you to upload, post orshare your content, images, videos, pictures, statements and comments (collectively, “UserContent”) and/or comment on or otherwise interact with other Digital Property users and theirpostings. You are solely responsible and liable for your User Content and for your use of theDigital Properties, including your interactions with other users and any disputes or disagreementsthat may arise in connection therewith. User Content may not reflect our views, and WhoaFitness does not endorse any User Content that you or others provide. You acknowledge andagree that you may find your interactions with other users, as well as their User Content,objectionable, offensive or otherwise inappropriate and you shall have no right against WhoaFitness based on User Content of others, to the maximum extent permitted by law.As a condition of your right to access and use the Digital Properties, you hereby acknowledgeand agree to comply with the following rules:In the Public Eye: Your User Content and interactions with other users must be suitable forpresentation in a public forum. User Content that you upload, post or share will not be treated asconfidential and will be made available to, and may be read, collected, recorded, copied and usedby, other users of the Digital Properties. Your User Content may not contain, any personallyidentifiable information, including contact information, for you or any person.No Foul Play: You may not use the Digital Properties to bully, threaten, abuse, harass, degradeor mock any other user. Your User Content and interactions with other users may not contain,depict or promote any threats to any person, place, business or group or any damage to or theft ofphysical or personal property. You may not interfere with any other user from enjoying or usingthe Digital Properties.Keep It Clean: Your User Content and interactions with other users may not contain, depict, orpromote any libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent(including by virtue of nudity), lewd, or otherwise inappropriate content. Your User Content maynot contain or depict, and you may not use, any symbols, words or slurs that are widelyconsidered offensive to individuals of a certain race, gender, ethnicity, religion, sexualorientation or socioeconomic group.Play It Safe: Your User Content and interactions with other users may not contain, depict orpromote any unreasonably dangerous or reckless behavior or activity, including withoutlimitation violence, abuse, cruelty to animals, use of illegal drugs, excessive or inappropriate useof alcohol or legal drugs or any conduct that constitutes a criminal offense or gives rise to civilliability.Own It: You must own your User Content, and you may not upload, share, post, transmit, orotherwise distribute or facilitate the distribution of any content that is fraudulent or that infringesany patent, trademark, copyright, right of publicity, or other intellectual property, privacy orproprietary right of any third party.Be Yourself: You may not impersonate any other individual or falsely state or misrepresent yourprofessional or other affiliation Whoa Fitness or with any other person or entity.Not for Sale: Your User Content and interactions with other users may not contain, depict orpromote, any advertising or commercial activity, including without limitation by offeringproducts or services, conducting sweepstakes or contests, or otherwise sharing or transmittingunsolicited advertising, spam or junk or bulk messages. You may not use the Digital Properties tosolicit or collect personally identifiable information from or about any other users.Damage Control: You may not upload, share, post or otherwise distribute or facilitate thedistribution of a software virus or any other computer code that is designed or intended todisrupt, damage, or limit the functioning of the Digital Properties, in whole or in part, or anysystems or equipment of Whoa Fitness or any other end user. You may not use any bots orautomated software or device to upload, post or share User Content or to automatically postcomments on other users’ content.We may require you to provide proof or your compliance with these rules at any time. WhoaFitness may, but has no obligation to, monitor your use of the Digital Properties, including yourUser Content and interactions with other users, and reserves all rights to, but shall have noobligation to: (1) refuse to post, or to remove, modify or take other actions to regulate, any ofyour User Content, in whole or in part, that we determine in our sole discretion does not complywith these Terms or is otherwise objectionable; (2) become involved in any disputes ordisagreements between you and other users and to take any other actions that we determine inour sole discretion are appropriate in connection therewith; and (3) disclose your User Contentand/or any information provided to or through the Digital Properties or otherwise obtainedduring any such monitoring, as necessary to satisfy any law, regulation or governmental request.If you violate any of these rules or otherwise misuse the Digital Properties, Whoa Fitnessreserves the right to, in its sole discretion, take, or refrain from taking, any and all steps availableto Whoa Fitness, including suspending or terminating your access to the Digital Properties, inwhole or in part, reporting you to appropriate law enforcement or governmental officials orseeking other legal or equitable remedies.​INTELLECTUAL PROPERTYAs between you and Whoa Fitness, Whoa Fitness owns the Digital Properties and all contentdisplayed or made available on or through, or otherwise included in, the Digital Properties,including without limitation all text, video clips, audio clips, graphics, trademarks, servicemarks, trade names, logos, icons, images, data, information, code and software, regardless ofwhether registered or unregistered, and any combinations and compilations thereof, butexcluding any User Content (collectively, “Content”). The Digital Properties and Content,including the selection, coordination, arrangement and enhancement of Content and the design,layout and “look and feel” of each Digital Property, constitute valuable intellectual property ofWhoa Fitness, and are protected by applicable copyright, trademark and other applicableintellectual property rights and laws.The Digital Properties and Content are licensed, not sold, to you, and your limited rights toaccess and use the Digital Properties and Content are conditioned upon your compliance withthese Terms. No act of downloading or copying from, or otherwise using, the Digital Properties,even with Whoa Fitness’s permission, will transfer any title, interest or right in or to any DigitalProperty or Content to you. Whoa Fitness and its licensors hereby expressly reserves all rightsnot expressly granted in and to the Digital Properties and Content, and may revoke your licenseto use any part of the Digital Properties or Content at any time.USER CONTENT + FEEDBACKWe welcome your feedback, comments, reviews, notes, messages, suggestions or othercommunications (collectively, “Feedback”) regarding the Digital Properties, as well as our clublocations, services, products and other offerings. However, by posting or submitting Feedback onor through the Digital Properties, or otherwise sending Feedback to Whoa Fitness, you arelicensing such Feedback to Whoa Fitness pursuant to the following paragraph. All Feedback willbe treated as non-confidential, and it is the policy of Whoa Fitness to not accept or consider anyunsolicited ideas, confidential information, proprietary information or other Feedback that youdo not wish to license to Whoa Fitness, including without limitation ideas for new or improvedproducts, services, apps, technologies, marketing, advertisements promotions or other services,products or offerings and any original creative materials such as stories, videos, computer code,images or artwork (all of the foregoing, collectively, “Unsolicited Ideas”), and therefore youagree not to post, submit or send to Whoa Fitness, on an unsolicited basis. If, despite this policy,you nonetheless chose to post, submit or otherwise send to Whoa Fitness any Unsolicited Idea,by doing so you acknowledging and agreeing that: (1) you are not posting, submitting or sendingany confidential or proprietary information; (2) Whoa Fitness has no obligation to review or usethe Unsolicited Idea or to keep it confidential; and (3) Whoa Fitness will consider theUnsolicited Idea as Feedback freely and irrevocably licensed to Whoa Fitness, without restrictionor liability and without notifying or compensating you, and you hereby agree to waive any andclaims against Whoa Fitness in connection with the foregoing.You will continue to own your User Content and other Feedback (as defined below). However,by uploading, posting or sharing User Content and Feedback, you are granting, and hereby agreeto grant, to Whoa Fitness (including its licensees, affiliates, employees, contractors, agents,successors and assigns) a non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable,transferable and worldwide license to use, reproduce, modify, disclose, publish, publicly display,publicly perform, distribute, modify, sublicense and create derivative works of your UserContent and Feedback, and incorporate it into other works, in whole or in part and otherwiseexploit your User Content and Feedback for any purpose whatsoever anywhere in the world,without restriction or liability and without notifying or compensating you in any way, and youhereby agree to waive any and claims against Whoa Fitness in connection with the foregoing.Whoa Fitness may, but is not obligated to, provide attribution of your User Content or Feedback,and you hereby waive any moral rights you may have in such User Content and Feedback. Byuploading, posting or sharing any User Content in which you appear, you are also consenting tothe recording, use and reuse by Whoa Fitness (including its licensees, affiliates, employees,contractors, agents, successors and assigns) of your voice, actions, likeness, name, appearance,profile photograph, performance, biographical material, and any other identifying information inyour User Content as used or modified by Whoa Fitness in its exercise of the foregoing license.If you upload, post or share any User Content or Feedback, you may not be able to remove itfrom the Digital Properties, and we make no guarantees that we will remove or return to you anyUser Content or Feedback, and are not liable for any loss of or damage to your User Content orFeedback.PRIVACYOur Privacy Policy available at https://www.whoafitnessnyc.com/ describes the privacy practicesof Whoa Fitness. We encourage you to check this page from time to time to ensure you are happywith our current Privacy Policy.THIRD PARTY SITESFor your convenience, the Digital Properties may contain links to websites, downloadable apps,or other digital properties, products or services of other persons or entities, including withoutlimitation social media networks (collectively, “Third-Party Sites”). When you click on one ofthese links, you are leaving the Digital Properties and accessing a Third-Party Site over whichWhoa Fitness has no control. Including a link to a Third-Party Site is not and should not beviewed as an endorsement by, or affiliation with, Whoa Fitness of that Third-Party Site, itsoperator or its contents, services and/or offerings. Your rights and obligations when accessingand using these Third-Party Sites are not governed by these Terms (or our Privacy Policy) andwill instead be governed by the terms and policies of those Third-Party Sites, and we encourageyou to carefully read those terms and policies of these Third-Party Sites, as their practices maydiffer from ours. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOAFITNESS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SITES AND HAS NO RESPONSIBILITY FOR SUCH THIRD-PARTY SITESOR THE CONTENTS, FEATURES OR OPERATION OF SUCH THIRD-PARTY SITES.YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS AND USEANY THIRD-PARTY SITE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, WHOA FITNESS WILL NOT BELIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTIONWITH YOUR ACCESS TO, USE OF OR RELIANCE ON ANY THIRD-PARTY SITES.HEALTH DISCLAIMERSWhoa Fitness is not a health care or medical provider.  The Digital Properties and the features,functionalities, services and Content made available therein, including without limitation anyadvice, information, workouts, exercises, regimens, nutritional plans, recipes or other materials(collectively, the “Fitness Features”), are provided for general informational purposes only, anddo not constitute medical advice. The Fitness Features are not intended to be relied upon fordetermining the state of your health or in the diagnosis of any medical conditions and are not,and should not be used as, a substitute for a professional medical evaluation. We advise you tosee your physician on a regular basis and to seek their advice prior to engaging in any fitness ornutrition regimen or if you have any questions or concerns regarding your health and fitnessregimen or for the diagnosis of specific medical conditions.Whoa Fitness is not liable or responsible for any consequences of you having read, used or reliedupon any Fitness Features. By using any Fitness Feature, you acknowledge and understand that itmay involve or provide information regarding strength, flexibility, aerobic, cardio, meditation,regeneration or other exercises, all of which can be potentially hazardous activities. You shouldconsult with your doctor prior to using any Fitness Feature. If you choose to use any FitnessFeatures, you should be in good health and have no disability, impairment, injury, disease orailment preventing you from engaging in active or passive exercise or which would causeincreased risk or injury or adverse health consequences as a result of using such Fitness Features,and you hereby assume all risks associated with using such Fitness Features. IF YOUEXPERIENCE ANY PAIN, DIFFICULTY, DIZZINESS, ILLNESS, OR DISCOMFORT,WHEN USING ANY FITNESS FEATURE, STOP AND CONSULT YOUR PHYSICIANOR SEEK EMERGENCY MEDICAL ATTENTION IMMEDIATELY.TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOA FITNESS MAKES NOREPRESENTATIONS OR WARRANTIES REGARDING THE FITNESS FEATURES AND ISNOT RESPONSIBLE FOR YOUR USE OF OR RELIANCE ON ANY SUCH FITNESSFEATURES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO RELY ONAND/OR USE ANY FITNESS FEATURE IS AT YOUR SOLE RISK, AND, TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOA FITNESS WILL NOTBE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY ANDDEATH, ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON OR USEOF ANY FITNESS FEATURE.GENERAL DISCLAIMERSWhile we endeavor to provide the best digital experience we can, including without limitation byoffering accurate and current Content, we cannot and do not guarantee that the Digital Propertiesor any portion thereof will always be fully-functional, current or accurate. For up-to-dateinformation on club hours, class schedule changes, contact information and any otherinformation regarding any Whoa Fitness club, its operations, programs, and/or offerings, pleasecontact the relevant Whoa Fitness club location or our corporate offices, as described in the“Contact Us” section below.YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, YOUR USE OF THE DIGITAL PROPERTIES IS AT YOUR SOLERISK, AND THAT THE DIGITAL PROPERTIES, AND ALL ASPECTS THEREOF, AREPROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. WHOA FITNESS MAKES NOREPRESENTATIONS OR WARRANTIES, AND, TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL REPRESENTATIONSAND WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OROTHERWISE, INCLUDING WITHOUT LIMITATION: (1) WARRANTIES OFMERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FORA PARTICULAR PURPOSE; (2) WARRANTIES THAT THE DIGITAL PROPERTIES WILLMEET YOUR REQUIREMENTS, OR OPERATE WITH THE DEVICES, HARDWARE ORSOFTWARE YOU USE; OR (3) WARRANTIES THAT YOUR ACCESS TO AND USE OFTHE DIGITAL PROPERTIES WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, ORFREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFULCOMPONENTS OR CODE; OR THAT ANY DEFECTS OR ERRORS WILL BECORRECTED.Limitations of liabilityYOU ALONE ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERHARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THATRESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE DIGITALPROPERTIES, AND FOR ANY OTHER DAMAGE THAT MAY BE INCURRED.YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTIONWITH THE DIGITAL PROPERTIES IS TO STOP USING AND, WHERE APPLICABLE,UNINSTALL THE DIGITAL PROPERTIES.TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WHOAFITNESS, ITS PARENTS, SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF ITS ORTHEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,CONTRACTORS, SERVICE PROVIDERS, AGENTS, SUCCESSORS OR ASSIGNS(COLLECTIVELY, “WHOA FITNESS GROUP”) BE LIABLE TO YOU OR ANY OTHERPERSON FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION FORANY DEATH, PERSONAL INJURY, LOSS OF USE, LOST DATA, LOST BUSINESS ORLOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE DIGITALPROPERTIES, OR THESE TERMS.IN ADDITION, IF AND TO THE EXTENT WHOA FITNESS IS LIABLE FOR ANY DIRECTDAMAGES FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THEDIGITAL PROPERTIES, OR THESE TERMS, THEN, TO THE MAXIMUM EXTENTPERMITTED BY LAW, THE AGGREGATE LIABILITY OF WHOA FITNESS FOR SUCHDIRECT DAMAGES WILL BE LIMITED TO TEN DOLLARS ($10.00 USD), EVEN IF THISREMEDY FAILS OF ITS ESSENTIAL PURPOSE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OFCERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONSMAY NOT APPLY TO YOU. IF, PURSUANT TO APPLICABLE STATE LAW, THELIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ISNOT PERMITTED, THE LIABILITY OF WHOA FITNESS SHALL BE LIMITED TO THEGREATEST EXTENT PERMITTED BY LAW.INDEMNIFICATIONYou agree to defend, indemnify and hold the Whoa Fitness Group harmless from and against anyand all claims, liabilities, losses, damages, demands, complaints, actions, judgements,settlements, fines, penalties, costs and expenses (including without limitation reasonableattorneys' fees), arising out of or in connection with: (1) your access to and/or use of the DigitalProperties or any portion thereof; (2) your User Content, Feedback or Unsolicited Ideas,including without limitation any allegations of infringement; (3) your failure to comply withthese Terms or with any applicable law, rule or regulation; (4) your infringement,misappropriation or violation of the Digital Properties or Content or of any third party’sintellectual property right; or (5) any activity occurring by or through your account, whethertaken by you or another person accessing or using your account, with or without authorization.Whoa Fitness will use reasonable efforts to notify you of any claim, action or proceeding subjectto the foregoing paragraph once it becomes aware of it, but any failure to provide you with noticeshall not limit your indemnification obligations unless you can establish actual prejudice resultedfrom such failure. Whoa Fitness reserves the right, at your expense, to assume the exclusivedefense and control of any claim, action or proceeding for which you are required to provideindemnification, and you agree to cooperate with our defense of these claims. You may not settleany claims, actions or proceedings for which you are required to provide indemnification,without Whoa Fitness’s prior written consent.COPYRIGHT INFRINGEMENT POLICYWhoa Fitness respects the intellectual property rights of others and expects you to do the same.Pursuant to the Digital Millennium Copyright Act (the “DMCA”), Whoa Fitness reserves theright, but not the obligation, to terminate your license to use, or otherwise disable your accountand access to the Digital Properties, in whole or in part, if we determines, in our sole andabsolute discretion, that you are involved in infringing activity, including uploading, posting orsharing User Content that is infringing, regardless of whether you are a first-time or repeatinfringer, and regardless of whether the material or activity is ultimately determined to beinfringing. The foregoing processes does not limit our ability to pursue any other remedies wemay have to address any suspected infringement or violation of these Terms.If you believe that any User Content on the Digital Properties infringes your copyright, or thecopyright of anyone on whose behalf you are authorized to act, you may submit a writtencomplaint to info@whoafitnessnyc.com. Your complaint must include all of the followinginformation: Identification of the copyrighted work(s) you claim is being infringed. Identification of the material that you claim is infringing and the URL or other sufficientinformation for Whoa Fitness to locate that material within the Site. Your email address, telephone number and mailing address. A statement that you have a good faith belief that use of the material in the mannercomplained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in your written complaint is accurate and that, underpenalty of perjury, you are the copyright owner authorized to act on behalf of the owner ofan exclusive right that is allegedly infringed.  A physical or electronic signature of the copyright owner or the person authorized to act onbehalf of the owner of the exclusive right that is allegedly infringed.TERMINATIONYou may terminate these Terms at any time by ceasing to access and use the Digital Propertiesand, where applicable, uninstalling the Digital Properties. Please understand, however, if yousubsequently decide to resume accessing and using any of the Digital Properties, you will againbe bound by the then-current Terms. We may terminate these Terms, or otherwise terminate,suspend or restrict your access to and use of the Digital Properties, in whole or in part, at anytime and without prior notice or liability to you, for any reason, including without limitation yourfailure to comply with any portion of these Terms.However, even after these Terms have been terminated, the sections titled “ArbitrationAgreement and Class Action Waiver,” “Intellectual Property,” “User Content + Feedback,”“Privacy,” “Health Disclaimers,” “General Disclaimers,” “Limitations of Liability,”“Indemnification,” “Governing Law,” “General,” “Gift Card Terms and Conditions,”“Promotional Gift Card Terms and Conditions,” “Personal Training Terms and Conditions” andany other provision which by its nature is intended to survive, will survive that termination.Governing LawThese Terms, the Additional Terms below, and your access to and/or use of the DigitalProperties, will be governed by and construed in accordance with the laws of the State of NewYork, without regard to its conflict of laws principles, except to the extent that the FederalArbitration Act governs the Arbitration Agreement, as provided in these Terms. Except asprovided above as to those Disputes you or Whoa Fitness submit to binding arbitration pursuantto the Federal Arbitration Act (Title 9 of the United States Code), all claims, disputes and mattersarising hereunder shall be submitted exclusively to the jurisdiction of the federal and state courtsof competent jurisdiction located in New York City, New York, and you and Whoa Fitness eachhereby irrevocably consent to the jurisdiction of such courts and waives all objections thereto.​GeneralThese Terms, together with our Privacy Policy, the Additional Terms below, and any other termsand conditions that may be made available with respect to certain Digital Properties or portionsthereof, constitute the complete and exclusive agreement between you and Whoa Fitnessconcerning your access to and use of the Digital Properties, and supersede and govern over allprior proposals, agreement or other communications. Nothing in these Terms shall be construedas creating any agency, partnership or other form of joint enterprise between you and WhoaFitness. Our failure to enforce any provision or exercise any right under these Terms will notconstitute a waiver of such provision or right, nor will any waiver of any breach of these Termsact as a waiver of any other provision or a waiver of any future breaches. Any waiver of anyprovision of these Terms will be effective only if in writing and signed by an authorizedrepresentative of Whoa Fitness. If any provision of these Terms is declared unenforceable orinvalid by a court of competent jurisdiction, the provision will be enforced to the maximumextent permitted by law, and the other provisions of these Terms will remain unaffected and infull force and effect. If necessary, Whoa Fitness will amend or replace such provision with onethat is valid and enforceable and which achieves, to the extent possible, our original objectivesand intent. We may assign our rights and delegate our duties under these Terms at any time toany party without notice to you. You may not assign these Terms without our prior writtenconsent. The headings in these Terms are for convenience only and do not affect theinterpretation of these Terms. These Terms will inure to the benefit of Whoa Fitness Hotels’successors and assigns.Contact UsWhoa Fitness’s corporate offices are located at 110-60 Dunkirk Street, 2 nd Floor, Saint Albans,NY 11412.  If you have questions regarding these Terms, or our Digital Properties or our clubs,please contact us by visiting https://www.whoafitnessnyc.com/. Your feedback is alwayswelcome and appreciated.Additional terms for Whoa Fitness GIFT CARDsThe following terms and conditions (the “Additional Terms for Gift Cards”) apply to anyWhoa Fitness gift card originally purchased at any participating Whoa Fitness location orthrough any Digital Property (each, an “Whoa Fitness Gift Card”). Whoa Fitness Gift Cards areissued by [fill in] (“Issuer”). By purchasing an Whoa Fitness Gift Card, accepting and retainingan Whoa Fitness Gift Card or using an Whoa Fitness Gift Card, you agree to these AdditionalTerms for Gift Cards.  Whoa Fitness reserves the right to change, amend or terminate theAdditional Terms for Gift Cards and/or its Gift Card offerings, in its sole discretion, at any timewith or without notice or liability to you.USE OF THE WHOA FITNESS GIFT CARDYou may use the Whoa Fitness Gift Card only to purchase eligible merchandise and pay foreligible services at any Whoa Fitness club.REDEMPTIONS/BALANCESYour use of the Whoa Fitness Gift Card is limited to the current dollar value held on the card.You may obtain your balance by presenting your Whoa Fitness Gift Card at any Whoa Fitnessclub. Whoa Fitness Gift Cards may not be redeemed for cash, except to the extent required byapplicable law.RESTRICTIONSYou may not return, resell or use any Whoa Fitness Gift Card for any unauthorized advertising,marketing, sweepstakes or other promotional purposes.NO EXPIRATION DATE/SERVICE CHARGESThe Whoa Fitness Gift Card has no expiration date, service charges or dormancy fees.PROMOTIONAL CARDSThese Additional Terms for Gift Cards do not apply to gift cards or other stored value cards thatare given away for free or distributed as a reward, incentive, or as part of a marketing orpromotional program (“Promotional Cards”). Promotional Cards may have different terms andexpiration dates, to the extent permitted by applicable law. See below for terms and conditionsapplicable to Promotional Cards.LOST OR STOLEN CARDSProtect your Whoa Fitness Gift Card as if it were cash and safeguard the Whoa Fitness Gift Cardfrom unauthorized use. Except where required by applicable law, neither Issuer nor WhoaFitness is responsible for and will not replace Whoa Fitness Gift Cards if lost, stolen, damaged ordestroyed.MISUSE OF THE CARDIssuer and Whoa Fitness each reserve the right, in their sole discretion, to suspend or terminateuse of any Whoa Fitness Gift Card if Issuer or Whoa Fitness suspects any fraud or misuse of anWhoa Fitness Gift Card. Issuer or Whoa Fitness may cancel the Whoa Fitness Gift Card at anytime, without notice or liability to you.PROPERTY RIGHTSThe consideration paid for the Whoa Fitness Gift Card, including any unredeemed balances, isthe property of the Issuer.NO WARRANTIESTO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOA FITNESS ANDISSUER MAKE NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO THE WHOA FITNESS GIFT CARDS, INCLUDING WITHOUTLIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE. NEITHER ISSUER NOR WHOA FITNESS ASSUME ANYRESPONSIBILITY FOR ANY LOSS OF ANY KIND ARISING OUT OF YOUR USE OFANY WHOA FITNESS GIFT CARD. IN THE EVENT AN WHOA FITNESS GIFT CARD ISNOT FUNCTIONAL, YOUR SOLE REMEDY AND ISSUER’S AND WHOA FITNESS’SSOLE LIABILITY SHALL BE THE REPLACEMENT OF THE WHOA FITNESS GIFTCARD AT ITS THEN-CURRENT VALUE.GOVERNING LAWNotwithstanding the “Governing Law” section of the Terms, the laws of the state of New Yorkgovern the Whoa Fitness Gift Cards and these Additional Terms for Gift Cards, without regard tochoice of law principles.SEVERABILITYIf any one or more of the provisions of these Additional Terms for Gift Cards shall be for anyreason whatsoever held invalid by a court of competent jurisdiction, then such provisions shallbe deemed severable from the remaining provisions and shall in no way affect the validity orenforceability of the other provisions of these Additional Terms for Gift Cards.ENTIRE AGREEMENTExcept as specifically stated otherwise, these Additional Terms for Gift Cards, together with theTerms, set forth the entire understanding relating to the subject matter hereof, and supersede allprior understandings, written or oral.CONTACTFor any questions or concerns regarding the Whoa Fitness Gift Card program, please contact usdescribed in the “Contact Us” section above.Additional terms for PROMOTIONAL CARDsThe following terms and conditions (the “Additional Terms for Promotional Cards”) apply toWhoa Fitness gift cards or other stored value cards that are given away for free or distributed as areward, incentive, or as part of a marketing or promotional program (“Promotional Cards”).Promotional Cards are issued by [fill in] (“Issuer”). By using, accepting and/or retaining aPromotional Card, you agree to these Additional Terms for Promotional Cards. Whoa Fitnessreserves the right to change, amend or terminate the Additional Terms for Promotional Cardsand/or its Promotional Card offerings, in its sole discretion, at any time without notice or liabilityto you.USE OF THE PROMOTIONAL CARDYou may use the Promotional Card only to purchase eligible merchandise and pay for eligibleservices at any Whoa Fitness club. You may not use the Promotional Card to pay for membershipdues.REDEMPTIONS/BALANCESYour use of the Promotional Card is limited to the current dollar value held on the card. You mayobtain your balance by presenting your Promotional Card at any Whoa Fitness club. PromotionalCards may not be redeemed for cash.RESTRICTIONSYou may not return, resell or use any Promotional Card for any unauthorized advertising,marketing, sweepstakes or other promotional purposes.EXPIRATION DATEAll Promotional Card will expire 90 days after the issuance date, unless a different expirationdate is expressly set forth on the Promotional Card itself.LOST OR STOLEN CARDSProtect your Promotional Card as if it were cash and safeguard the Promotional Card fromunauthorized use. Except where required by applicable law, neither Issuer nor Whoa Fitness isresponsible for and will not replace Promotional Cards if lost, stolen, damaged or destroyed.MISUSE OF THE CARDIssuer and Whoa Fitness each reserve the right, in their sole discretion, to suspend or terminateuse of any Promotional Card if Issuer or Whoa Fitness suspects any fraud or misuse of aPromotional Card. Issuer or Whoa Fitness may cancel the Promotional Card at any time, withoutnotice or liability to you.NO WARRANTIESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOA FITNESSAND ISSUER MAKE NO REPRESENTATIONS OR WARRANTIES AND HEREBYDISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS ORIMPLIED, WITH RESPECT TO THE PROMOTIONAL CARDS, INCLUDING WITHOUTLIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE. NEITHER ISSUER NOR WHOA FITNESS ASSUMES ANYRESPONSIBILITY FOR ANY LOSS OF ANY KIND ARISING OUT OF YOUR USE OFANY PROMOTIONAL CARD. IN THE EVENT A PROMOTIONAL CARD IS NOTFUNCTIONAL, YOUR SOLE REMEDY AND ISSUER’S AND WHOA FITNESS’S SOLELIABILITY SHALL BE THE REPLACEMENT OF THE PROMOTIONAL CARD AT ITSTHEN-CURRENT VALUE.GOVERNING LAWNotwithstanding the “Governing Law” section of the Terms, the laws of the state of New Yorkgovern the Promotional Card and these Additional Terms for Promotional Cards, without regardto choice of law principles.SEVERABILITYIf any one or more of the provisions of these Additional Terms for Promotional Cards shall befor any reason whatsoever held invalid by a court of competent jurisdiction, then such provisionsshall be deemed severable from the remaining provisions and shall in no way affect the validityor enforceability of the other provisions of these Additional Terms for Promotional Cards.ENTIRE AGREEMENTExcept as specifically stated otherwise, these Additional Terms for Promotional Cards, Terms,set forth the entire understanding relating to the subject matter hereof, and supersede all priorunderstandings, written or oral.CONTACTFor any questions or concerns regarding any Promotional Card, please contact us as described inthe “Contact Us” section above.Additional terms for PERSONAL TRAININGThe following terms and conditions (the “Additional Terms for Personal Training”) apply toall personal training sessions originally purchased at any participating Whoa Fitness location orthrough any Digital Property (each, a “Session”). By using, accepting and/or retaining a Session,you agree to these Additional Terms for Personal Training. Whoa Fitness reserves the right tochange, amend or terminate the Additional Terms for Personal Training and/or its PersonalTraining offerings, in its sole discretion, at any time with or without notice or liability to you.24 HOUR CANCELLATION POLICYAn Whoa Fitness member that has made an appointment for a Session may cancel or change thetime of the Session provided that a minimum of 24-hours’ prior notice is given. You can makethese changes via the Personal Training tab in your account to the Digital Properties, or bycontacting your trainer directly. Members will be charged for the full cost of the session on anylate cancellations or no-show appointments.PAYMENTSPayment for Sessions is required to be made by the member on or before the date of the Session.If a member has no Session inventory, charges for late cancellations or no show appointments forSessions will be charged to the member’s credit card on file with Whoa Fitness under themembership agreement. In addition, charges for Sessions which are used by a member but nototherwise paid for will be charged to the member’s credit card on the day the Session is used.DISCOUNTSWhoa Fitness may offer discounts on Sessions to members who purchase a package of Sessions.These discounts only apply to the number of Sessions purchased as a group. Any further oradditional Sessions will be charged at the regular rate then in effect for individual Sessions.REDEMPTIONYou may obtain information on your balance of Sessions in the Personal training tab in youraccount to the Digital Properties or at any Whoa Fitness club. Sessions may not be redeemed forcash.EXPIRATION POLICYAll sales are final. Session expire six months from the date of purchase.