Subscription Agreement

The Subscription Agreement (“Agreement“) is an agreement between NXL LLC (“NXL,” “we,”, “us,” or “our”) and you or the entity you represent (“you“) and contains the terms and conditions that govern your access to and use of our website www.nxl.swiss and/or our mobile software application (“App”), and their associated content, features and services (the “Services”) used or ordered by you that are set forth in the web pages or documents used by you for placing your Submission(s), order(s) and/or creating an account.

This Agreement takes effect the earlier of when:

  1. (i) you click a “accept NXL subscription agreement and data policy” check box/button presented with these terms;
  2. (ii) you complete the registration process, or
  3. (iii) you use any of the Services after the posting of an updated version of this Agreement on the www.nxl.swiss website (the “Effective Date“). You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. You should print or save a local copy of this Agreement for your records.

By using the Services, you attest and verify that you are physically and mentally able to use the Services, and knowingly accept and are fully aware of all risks associated with its use.

1. Services

1.1 Grant

Subject to the terms of this Agreement, NXL hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferrable license to have access to and use the Services solely for your personal use.

1.2 Restrictions

(a) A condition for opening a user account and using the NXL Services is that you are at least 18 years of age and have full legal capacity so that you both understand all of your rights and responsibilities.
(b) You may not, and may not permit any third-party to, use the Services in any manner or for any purpose other than as expressly permitted by this Agreement.
You may not, or may not attempt to, and may not permit any third-party to:

  1. (i) modify, alter, tamper with, copy, translate, or otherwise create derivative works of the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form;
  2. (ii) resell, rent, or sublicense the Services;
  3. (iii) use the Services to develop any software or other technology having the same primary function as the Services;
  4. (iv) copy, frame or mirror any content forming part of the Services;
  5. (v) use the Services in a manner that interferes with other users’ use of the Services; or
  6. (vi) use the Services in any manner that violates our Policies or applicable law.

(c) All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term of this Agreement, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, content providers or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.

1.3 Reserved Rights:

As between you and us, we or our content providers, affiliates or licensors own and reserve all right, title, and interest in and to the Services and the content, software and technology that comprise the Services. This Agreement does not grant you any rights in or to the Services or any of its components except for the limited rights to use the Services expressly granted by this Agreement.

1.4 Changes to the Services; Support

We may change or remove features or functionality of the Services at any time (including the
Services as a whole). We will provide support for the Services that we generally provide to
other users of the Services without charge.

2. Your Account and Obligations

2.1 Registration:

To access the Services, you must register and have an account with us. The account must be associated with a valid e-mail address. You may only create one account per e-mail address. By registering for an account, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to keep your registration information current. You may terminate your account and this Agreement at any time in accordance with Section 4.

2.2 Your Obligations

You will meet and maintain all computer, software, internet connection, and/or other technical specifications required to access and use the Services. In addition to your other obligations under this Agreement, you agree to: (i) comply with all applicable laws, rules, and regulations in connection with the use of the Services; (ii) protect personal information and health information of other users from unauthorized disclosure or use; (iii) not use the Services fraudulently or for an illegal or improper purpose; and (iv) not take any actions that may affect the operation of the Services, or attempting to assist or assisting another to do any of these things.

2.3 Responsibility for Your Account; No Account Sharing

You are responsible for all use, activities, and charges associated with or arising from any use of your account, regardless of whether you are authorized such use, activities, or charges. We and our affiliates are not responsible for unauthorized access to your access. You must contact us immediately if you believe an unauthorized third-party may be using your account or if your account information is lost or stolen. You will be deemed to have taken any action that occurs under your account. You agree to keep your password secret and not share it with anyone except as expressly allowed under this Agreement. Your account is for your use only. You shall not share your account with any other individual or entity or sell, transfer or sublicense your account.

2.4 Policies:

Your use of the Services is subject to the our terms of use currently referenced at www.nxl.swiss and the Data Policy currently referenced at www.nxl.swiss, as each may be updated from time to time, and any other policy or terms for access to and use of the
Services, as updated from time to time and as posted on the www.nxl.swiss (collectively, the “Policies”), including without limitation your express consent to NXL’s collection and processing of your personal information and to being contacted via notifications, badges, and other messaging through the Services and/or your mobile device.

3. Fees and Payment

3.1 Fees:

There is no charge for using our website or mobile application.

We calculate and bill fees for the purchase(s) of any Submission by user(s) who want to have their Submission sold (“Sale Submission”). Fees are based on Submissions purchased and not actual usage. Payment obligations are noncancelable, and fees paid for the Submission are non-refundable. You will pay us the applicable fees and charges for the Submissions to be sold as described on our website using one of the payment methods we support.

As a user selling a Submission you attest and knowingly accept and are fully aware of the fact that NXL will deduct 20%(twenty percent) and additionally a fixed fee of USD 0.05(five cents) on any amount paid for your Sale Submission.

We may change or increase fees for our Services at any time.

3.2 Overdue Charges:

If any fees are not received by us by the due date or if any payments you have made to us are reversed or charged back, we may suspend all Services until you have made alternative payment arrangements satisfactory to us. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1% per month (or the highest rate permitted by law, if less) from the reversal/chargeback date until paid. You must promptly notify us (as set forth in this Agreement) if any information related to your payment method changes or is no longer valid. Absent such notification, we will assume that all of the information related to your payment method remains valid and will submit to the appropriate financials institution or card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. You agree to pay all costs (including attorneys' fees) incurred by us in collecting any unpaid amounts from you.

3.3 Taxes

All fees and charges payable by you are exclusive of applicable taxed and duties, including VAT and applicable sales tax. In any case, it is your responsibility to pay any taxes that apply to your transactions. You agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.

3.4 No Warranties:

You acknowledge that any products or services sold by other users you may purchase are sold by users, not by NXL. We make no warranties of any kind, express or implied, with respect to any products or services sold on or trough NXL.

4. Term; Termination; Suspension

4.1 Term:

This Agreement commences on the Effective Date and continues thereafter until terminated as set forth in this Agreement.

4.2 Termination:

You may terminate this Agreement at any time and for any reason by using functionality that we may provide within the Services. We may terminate this Agreement at any time and for any reason without notice or liability. We may particularly terminate this Agreement
immediately, without notice or liability, if we determine in our sole discretion that:

  1. (i) you have breached any portion of this Agreement;
  2. (ii) your use of, or access to, the Services violates any applicable law, rule or regulation or otherwise prevents any other user from using or accessing the Service;
  3. (iii) the reasons for suspension in Section 4.4 will not be cured;
  4. (iv) the technology or our relationship with a third party partner who provides software, content, data, or other technology we use to provide the Services expires, terminates or requires us to change the way we provide part of the Services;
  5. (v) the Services could create a substantial economic or technical burden or material security risk for us; or
  6. (vi) our provision of any of the Services to you has become impractical or unfeasible for any legal or regulatory reason.

4.3 Effect of Termination:

Upon termination of this Agreement, your rights to use the Services terminate and you remain responsible for all fees you have incurred through the date of termination. We have no obligation to refund to you any fees. You must uninstall any of our software associated with the Services.

4.4 Suspension:

We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we determine:

(a) your use of or registration for the Services may subject us, our affiliates, or any third-party to liability or may adversely impact the Services or the systems or content of any other NXL user;

(b) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 10 days; or

(c) you are a business and have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of the Services you remain responsible for all fees you have incurred through the date of suspension and for any applicable fees for any Services to which you continue to have access. Our right to suspend your right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 4.2.

5. Use of Data

You agree that NXL may use, disclose, market, license and sell Aggregate Data for any purpose without restriction, that NXL owns the Aggregate Data and that you have no interest in the Aggregate Data, or in the proceeds of any sale, license, or ‎other commercialization thereof‎. “Aggregate Data” shall mean data collected in and generated from the Services during your use of the Products and Services that does not include individuals’ names, exact dates of birth, email addresses, or street addresses.

6. Application-Specific Terms

6.1 General:

You will not do anything in connection with your use of the Services to compromise the integrity or confidentiality of anyone's personal information or health information and will immediately notify NXL in the event you become aware of anything or anyone which or who might be acting in a way that might compromise the integrity or confidentiality of any user's personal information or health information. Do not include any personal information or health information in any transmission you make using the Services.

6.2 Specific:

Our Services permit you to submit one or more workouts, one or more recipes, or other information, (each, a "Submission") for us to share with others.

The Submissions made public to other users of our Services give us the right (but not the
obligation) to share the Submission (or any part of it) with others, and the right to otherwise use the Submission (or any part of it) in any manner we choose. We have no obligation to share the Submission or to share it for any specific period of time. We may, in our sole discretion, stop sharing your Submission at any time.

You are responsible for your own conduct and the contents of any Submission you make.We accept no responsibility for this content, nor do we monitor it.

When submitting your own content you are obliged to comply with all the applicable laws and other legislation of Switzerland. Regardless of whether or not it constitutes a criminal offence,it is prohibited to submit content of a pornographic, sexual, violent, racist, seditious, discriminatory, offensive and/or defamatory nature. In addition, you are also obliged to refrain from infringing any third-party rights. This applies in particular to personality rights of third-parties as well as to third-party intellectual property rights (such as, for example, copyrights and trademark rights). In particular, you must also hold the necessary rights over your profile picture or any other picture you post.

You also commit not to

  1. (a) post unauthorized commercial communications (such as spam),
  2. (b) collect user’s content or information, or otherwise access our Services, using automated means (such as harvesting bots, robots, spiders etc.) without our prior permission,
  3. (c) engage in unlawful multi-level marketing, such as a pyramid scheme,
  4. (d) upload viruses or other malicious code,
  5. (e) solicit login information or access an account belonging to someone else,
  6. (f) bully, intimidate, or harass any user,
  7. (g) do anything unlawful, misleading, malicious, or discriminatory.

We are entitled to delete or remove any content that is unlawful or that infringes the above-mentioned principles at any time. If you infringe the above-mentioned principles, we are entitled to give you a warning or to temporarily suspense your user account or to cancel the Agreement for good cause in accordance with clause 4.

With the content you share on or through NXL, including but not limited your Submission and Sale Submission, you hereby:

  1. (i) grant NXL a perpetual, irrevocable, worldwide, non-exclusive, fully-paid, royalty-free, and fully sublicensable and transferable license to use reproduce, modify, adapt, translate, distribute, publish, create derivative works from, publicly perform, publicly display, or otherwise exploit the Submission (or any part of it), and
  2. (ii) irrevocably consent to the association of your name and likeness with the Submission (or any part of it).You agree that this license includes a right for NXL to make such Submission and/or Sale Submission available to other companies, organizations or individuals regardless of whether NXL has relationships with them. Except as required by law, NXL may trade, barter and/or sell any Submission and/or Sale Submission, or any part of a Submission and/or Sale Submission, and has no obligation to compensate you or provide you notice, regardless whether it receives anything of value for your Submission.

Further, when you publish content or information using our Services, it means that you are allowing everyone using our Services to access and potentially use that information, and to associate it with you (i.e., your name and profile picture).

The information you receive using a Submission and/or Sale Submission may contain content that you find offensive or may contain instruction that are or could be harmful if followed. You take full responsibility for your use of the content you have received using the Submission and/or Sale Submission, and for any harm that it may cause to you or a third-party.

Any use of the Submission and/or Sale Submission and our Services in general is done at your own discretion and risk and you will be solely responsible for any damage to yourself,your computer system or other device or loss of data that results from the use of any such material.

7. Warranty Disclaimers

For our Services we and our affiliates make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services, including without limitation any warranty that the Services will meet your requirements, result in increased health or wellness, not cause injury, be uninterrupted, accurate, complete, error free, free of harmful components, or that any data will be secure or not otherwise lost or damaged.

In addition, NXL makes no representations regarding:

  1. (i) the credentials of anyone using the Services or marking a submission as part of any health care or medical plan of care or plan of nutrition treatment or similar (“Plan” );
  2. (ii) the suitability of the exercises included in any such Plan;
  3. (iii) the viability, medical soundness or efficacy of any such Plan; or
  4. (iv) the overall health or medical benefits you might derive from using the Services, Submissions or Plans.

Except to the extent prohibited by law, we and our affiliates disclaim all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases. To the extent that applicable law does not permit the exclusion or limitation of implied warranties, the Services are warranted only to the minimum amount legally required. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and NXL’s liability will be limited to the maximum extent permitted by law.

NXL is not a licensed health care provider and is not in the business of practicing medicine or providing any other professional health care or medical advice. You should seek the advice of qualified, licensed professionals for any medical care needs you have.

In any case, a condition for the use of our Services is that you must be in a good general state of health. If you have knowledge of any pre-existing medical conditions, we advise you to seek medical advice from a doctor urgently before you start our Services (such as trainings and/or workouts). In case of our Services related to nutrition, you are responsible for verifying that the foods and nutrients, for example recommended as part of the Plans, do not contain any ingredients or contents to which you are allergic or which may cause food intolerance.

You expressly understand and agree that your use of the Services is at your sole risk.

8. Limitations of Liability

Neither NXL nor its affiliates shall be liable for any damages of any kind arising from or relating to this Agreement, the Services, or reliance on the Services, whether in contract or tort or otherwise, except to the extent such damages arise directly from a willful breach by NXL of any of its express obligations under this Agreement.

Neither NXL nor its affiliates shall be liable for any punitive, special, indirect, incidental or consequential damages arising from or relating to this Agreement, the Services, or reliance on the Services, whether in contract or tort or otherwise, even if NXL or its content providers, affiliates or licensors have been advised of the possibility of such damages.

To the extent that our liability is excluded or limited, this exclusion or limitation also applies to our employees and agents. Claims under the Swiss Product Liability Act remain unaffected by the above-mentioned liability exclusions or limitations.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations or exclusions may not apply in all cases.

9. Indemnification

You will defend, indemnify, and hold harmless NXL and its affiliates, and each of their respective employees, officers, directors, members, and representatives from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising out of or relating to:

  1. (a) your use of the Services (including any activities under your account);
  2. (b) your Submission;
  3. (c) your breach of any of your obligations under this Agreement of any of the representations or warranties made in
    this Agreement; or
  4. (d) violation of applicable law.

10. Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by posting a revised version on the NXL website (e.g., www.nxl.swiss) or by providing notice to you as set forth in this Agreement. The modified terms will become effective upon posting. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check NXL website (e.g., www.nxl.swiss) regularly for modifications to this Agreement.

11. Independent Contractors

Nothing contained in this Agreement shall be deemed to constitute either party being an agent, representative, partner, joint venture or employee of the other party for any purpose. We and you are independent contractors, and neither party, nor any of their respective
affiliates, is an agent of the other for any purpose or has the authority to bind the other, incur any liability on behalf of the other, nor to direct the employees of the other. As independent contractors, each shall be separately responsible for the payment of their income or other taxes. In addition, each party shall be separately responsible for carrying workers’ compensation insurance on themselves and their employees and agents.

12. No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13. Notices

All communications and notices to be made or given pursuant to this Agreement must be in the English language. We may provide any notice to you under this Agreement by means of posting a general notice on our website or by sending a message to the email address then-associated with your account. Notices we provide by posting on our website will be effective upon posting and notices we provide by e-mail will be effective when we send the email. It is your responsibility to keep your e-mail address current. You will be deemed to have received any e-mail sent to the email address then-associated with your account when we send the email, whether or not you actually receive the e-mail. You may give notice to us at any time by any letter delivered by nationally recognized delivery service or mail to us at the following address: NXL LLC, Baarermattstrasse 8D, 6340 Baar, Switzerland. Notice to us shall be deemed given when received by us.

14. Assignment

You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. We may assign this Agreement at any time without your written consent.

15. No Waivers

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

16. Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

17. Governing Law; Venue

This Agreement shall be governed by the laws of Switzerland, without giving effect to its conflicts of law principles. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree and consent to the exclusive jurisdiction of, and venue in, the courts in Zug, Switzerland. You hereby irrevocably consent to the jurisdiction of the courts within Zug, Switzerland.

If anyone brings a claim against us related to your actions, content or information on NXL, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users' actions on or through NXL and are not responsible for the content or information users transmit or share on or through NXL. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on or through NXL. We are not responsible for the conduct, whether online or offline, of any user of NXL.

18. Entire Agreement; English Language

This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. This Agreement has been prepared in English, and English, to the fullest extent permitted by law and especially in case of any dispute between the parties, shall be the controlling language with respect to all matters concerning this Agreement.