TERMS OF SERVICE

These Terms of Service are effective on July 1, 2015.

Throwdown Labs, Inc. ("Throwdown", "Keelo", "We", "Us", or "Our") provides the website located at keelo.com (“Website”) and applications ("Application") for mobile devices, and related services (the Website, Application, and such services are collectively, the "Service"). This Terms of Service Agreement (as amended from time to time, the "Agreement") sets forth the legally binding terms for your use of the Service. By creating an account, accessing or using the Service, (a) you acknowledge that you have read, understand, and agree to be bound by this Agreement and (b) you are of legal age and not prohibited by law from receiving or using the Service. If you do not agree to all of the terms in this Agreement, you do not have permission to use the Service. You may print and keep a copy of this Agreement.

PLEASE REVIEW OUR PRIVACY POLICY at keelo.com/privacy. THE TERMS OF THE PRIVACY POLICY ARE INCORPORATED INTO, AND CONSIDERED A PART OF, THIS AGREEMENT.

BASIC TERMS
  1. You must be at least 13 years old to use the Service.
  2. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
  3. You are responsible for any activity that occurs through your account and you agree that you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Throwdown prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Throwdown upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
  4. You agree that you will not solicit, collect or use the login credentials of other Throwdown users.
  5. You are responsible for keeping your password secret and secure.
  6. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  7. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your User Content (defined below), including but not limited to, copyright laws.
  8. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "User Content") that you submit, post or display on or via the Service.
  9. You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Throwdown.
  10. You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications to any Throwdown users.
  11. You must not use domain names or web URLs in your username without prior written consent from Throwdown.
  12. You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Throwdown page is rendered or displayed in a user's browser or device.
  13. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  14. You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of this Agreement or any other Throwdown terms.
  15. Violation of this Agreement, in Throwdown’s sole discretion, may result in termination of your Throwdown account. You understand and agree that Throwdown cannot and will not be responsible for the User Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure for Throwdown, we can stop providing all or part of the Service to you.

GENERAL CONDITIONS
  1. We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Throwdown account by emailing us at feedback@keelo.com. If we terminate your access to the Service or you contact us to deactivate your account, your photos, comments, likes, friendships, and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Service.
  2. Upon termination, all licenses and other rights granted to you in this Agreement will immediately cease.
  3. We reserve the right, in our sole discretion, to change this Agreement ("Updated Terms") from time to time, effective prospectively upon posting at the Service or upon such other date as posted at the Service or indicated in any notice to you. Your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement and any Updated Terms before using the Service.
  4. We reserve the right to refuse access to the Service to anyone for any reason at any time.
  5. We reserve the right to force forfeiture of any username for any reason.
  6. We may, but have no obligation to, remove, edit, block, and/or monitor User Content or accounts containing User Content that we believe, in our sole discretion, violates this Agreement.
  7. You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Throwdown is not responsible or liable for the conduct of any user. Throwdown reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post User Content or any personal or other information.
  8. There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share User Content from the Service or your User Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Throwdown does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Throwdown is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, a "Third Party Application") and such Third Party Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Third Party Applications, you acknowledge and agree to the following: (i) if you use a Third Party Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of a Third Party Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Throwdown has not itself provided such information; and (iii) your use of a Third Party Application is at your own option and risk, and you will hold Throwdown harmless for activity related to the Third Party Application.
  9. You agree that you are responsible for all data charges you incur through use of the Service.
  10. We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with Throwdown’s express consent).

RIGHTS
  1. Throwdown does not claim ownership of any User Content that you post on or through the Service. Instead, you hereby grant to Throwdown a worldwide, irrevocable, non-exclusive, fully paid and royalty-free, transferable, sub-licensable license to use the User Content that you post on or through the Service, subject to the Service's Privacy Policy. You can choose who can view your User Content and activities as described in the Privacy Policy in accordance with the Service.
  2. Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Throwdown may place such advertising and promotions on the Service or on, about, or in conjunction with your User Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
  3. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
  4. You represent and warrant that: (i) you own the User Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the posting and use of your User Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into this Agreement in your jurisdiction.
  5. The Service contains content owned or licensed by Throwdown ("Throwdown Content"), e.g. Website and Application designs, logos, button icons, certain images, data compilations, text, and graphics. Throwdown Content is protected by copyright, trademark, patent, trade secret and other laws. Between you and Throwdown, Throwdown owns and retains all rights in the Throwdown Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Throwdown Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Throwdown Content.
  6. Although it is Throwdown's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
  7. Throwdown reserves the right to remove any User Content from the Service for any reason, without prior notice. User Content removed from the Service may continue to be stored by Throwdown, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable, if at all, without a valid court order. Throwdown will not be liable to you for any modification, suspension, or discontinuation of the Service, or the loss of any User Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of User Content or other information may not be secure.
  8. You agree that Throwdown is not responsible for, and does not endorse, User Content posted within the Service. Throwdown does not have any obligation to prescreen, monitor, edit, or remove any User Content. If your User Content violates this Agreement, you may bear legal responsibility for that User Content.
  9. Except as otherwise described in the Service's Privacy Policy, as between you and Throwdown, any User Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with Throwdown is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Throwdown in a position that is any different from the position held by members of the general public, including with regard to your User Content. None of your User Content will be subject to any obligation of confidence on the part of Throwdown, and Throwdown will not be liable for any use or disclosure of any User Content you provide.
  10. Throwdown does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Throwdown is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

FITNESS CONTENT AND PROGRAMS

The information and materials provided on Throwdown, Keelo, and other Service are provided for educational and informational purposes only. We or our members are not engaged in providing medical advice or recommendations. We are not a substitute for professional medical advice and treatment.

YOU SHOULD CONSULT A PHYSICIAN BEFORE BEGINNING ANY NEW FITNESS OR NUTRITIONAL PROGRAM. This is particularly true if you experience any of the following:

Even if none of these conditions apply to you, you should start any exercise program gradually and sensibly. At any time you experience any of the above, you should contact your physician immediately.

IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. THE USE OF ANY INFORMATION OR PROGRAMS PROVIDED ON THE SERVICES IS SOLELY AT YOUR OWN RISK.

You should be aware that there are inherent physical and mental health risks to exercise, including risk of injury or illness. By accessing the Service, you acknowledge and agree that your performance of any and all exercises or activities recommended by the Service is wholly at your own risk. Neither Throwdown nor any of its members will be liable for any physical or mental injury or illness that may result, whether directly or indirectly, from any of our recommended workout plans or exercises. While we may provide guidelines such as written descriptions, pictures, or videos describing how to perform specific exercises or activities, you assume sole responsibility for performing those exercises or activities with proper form, as risk of injury or illness increases with improper form. We encourage you to seek multiple sources of information regarding how to perform each exercise correctly and to consider consulting with a qualified coach, instructor, personal trainer, or physical therapist, especially if you are new to any of the forms of training or activity you seek to perform.

NOTICE TO PARENTS AND GUARDIANS: The information and materials on our Service are intended primarily for users 18 years and older. If you or your child is under 18 years old but at least 13 years old, you agree you are using our Service with proper parent or guardian supervision.

If you or your child is using the Service and is under age 13, please contact us immediately so that we may disable his or her access.

MODIFICATION OF SERVICE
Throwdown reserves the right, in its sole discretion, to modify the Service from time to time and without notice, including removing, adding, or modifying the Website, Application, related services, Products and/or Vendor Partners. Throwdown shall have no liability to you for any modification or discontinuation of the Service. If you object to any such changes, your sole recourse shall be to cease using the Service. Continued use of the Service following any such changes shall indicate your acknowledgment of such changes and satisfaction with the Service.

APPLICATION LICENSE
Subject to the terms of this Agreement, Throwdown grants you a revocable, nontransferable, nonexclusive, royalty-free, fully paid, worldwide license (without the right to sublicense) to install and execute one copy of the Application per device, in executable object code format only, solely on your handheld mobile or tablet device. The license granted to you in this Agreement are subject to the restrictions set forth in this Agreement. Any unauthorized use is strictly prohibited. The provision of the Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Throwdown, its affiliates, and partners reserve all rights not specifically granted in this Agreement.

DISCLAIMER OF WARRANTIES
THE SERVICE (INCLUDING THE WEBSITE AND APPLICATION) ARE PROVIDED "AS-IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THROWDOWN, ITS EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “THROWDOWN PARTIES”) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE VIRUS FREE, FREE OF HARMFUL COMPONENTS, ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE, OR (D) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. YOU AGREE TO USE THE SERVICE AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE APPLICATION, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DOWNLOAD.

THE THROWDOWN PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE THROWDOWN PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE THROWDOWN PARTIES DO NOT ENDORSE USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT.

LIMITATION OF LIABILITY; WAIVER
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICE OR RELATED TO THE THROWDOWN CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50.00).

WITHOUT LIMITING THE FOREGOING, THROWDOWN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR LOSSES DUE TO THEFT, AND OTHER FACTORS OUTSIDE OF THROWDOWN’S CONTROL.

THROWDOWN IS NOT RESPONSIBLE FOR THE ACTIONS, USER CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

INDEMNITY
You (and also any third party for whom you operate an account or activity on the Service) also agree to indemnify and hold harmless Throwdown and its representatives, agents, affiliates, directors, managers, officers, employees and stockholders (the “Indemnified Parties”) from and against any liability, damage, loss, cost or expense (including attorneys’ fees) incurred in connection with (i) any third-party claim, demand, proceeding or action (“Claim”) arising out of your use of the Service; (ii) your User Content or your access to or use of the Service; (iii) your breach or alleged breach of this Agreement; (iv) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (v) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (vi) any misrepresentation made by you.

RELEASE RE: THIRD PARTY SITES
You hereby release us, our affiliates, directors, officers, employees, stockholders, agents and successors from claims, demands any and all losses, damages, rights, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of Third-Party Sites. YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

EXPORT
The Application and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Throwdown, or any products utilizing such data, in violation of the United States export laws or regulations.

GENERAL
This Agreement and the relationship between you and Throwdown shall be governed by the laws of the United States and the State of California without regard to its conflict of law provisions. Any action or proceeding arising from, relating to or in connection with this Agreement will be brought exclusively in the federal or state courts of San Mateo County, California and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. No failure or delay by Throwdown in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Service, User Content, or Agreement must be filed within one year after such cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". This Agreement represents the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. This Agreement is binding and shall ensure to the benefit of both parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You shall not assign any of your rights or obligations. If any parts of this Agreement are determined to be invalid, all other terms will remain in effect, and the invalid provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other.