CREW BY TRUE ROWING, INC.

TERMS OF USE

Last revised: February 15, 2019

CREW By True Rowing, Inc. d/b/a CREW (“CREW” or “we” or “us”) provides a variety of fitness products, services, content and features through our website (www.hydrow.com) (the “Website”), the interface on tablets connected to Hydrow, CREW’s Live Outdoor Reality Rower (LOR)™, and mobile device application (including Android and IOS applications) (the “App”), and through certain CREW-controlled social media pages (including Facebook, Instagram, Twitter and YouTube) (all such products, services, content and features collectively described herein as the “Services”).  These Terms of Use (the “Terms”) apply to all Services.

BY USING THE SERVICES IN ANY WAY, YOU: (A) ACCEPT, AND AGREE TO BE BOUND BY, ALL OF THE PROVISIONS OF THESE TERMS, WHICH FORM A BINDING AGREEMENT BETWEEN YOU AND CREW, AND (B) REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO USE ANY OF CREW’s SERVICES.

THESE TERMS INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF CERTAIN  CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES.  BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to these Terms, and that you agree to these Terms of Use on that entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

Please review the following carefully so that you understand these Terms. These Terms describe your responsibilities, CREW’s liability and the liability of third parties related to the Services. All users of CREW’s Services must accept and comply with the terms and conditions set forth in these Terms.  If you do not wish to be bound by these Terms, you may not access or use the Services.  Certain portions of the Services may be subject to additional terms and conditions specified by us from time to time; your use of those portions of the Services is subject to those additional terms and conditions. If you have any questions regarding these Terms, please contact us via email at support@hydrow.com.

1. ACCOUNT REGISTRATION

To register an account on the Services (an “Account”), you must be at least 13 years of age and must agree to these Terms.  If you are at least 13 but under the age of majority in your jurisdiction, your parent or guardian must agree to these on your behalf before you use the Services. You do not need to create an Account to visit the public pages of the Services, however, you do need an Account to interact with other Users, upload photos or videos, and purchase products via the Services. You may create an Account by completing the registration process set forth on the Website or App. You are responsible for providing and maintaining accurate contact information, including your name, email address, address, phone number, and payment information. You may access, edit and update your Account information at any time through the Service’s account management feature.

2. AGE REQUIREMENT

Use of the Services by anyone under the age of thirteen (13) is not permitted.  Minors that are at least 13 and can safely fit the dimensions of the Hydrow may use the Services, provided that (a) they and their parent/guardian have signed a Hydrow waiver and release, which can obtained from CREW Customer Service upon request, and (b) their parent/guardian is present at all times.  The Services are intended for use by users who are eighteen (18) years of age or older.  Access to or use of the Services by anyone under eighteen (18) without the express permission of their parent or legal guardian is unauthorized, unlicensed and in violation of these Terms.  By using the Services you represent and warrant that you are eighteen (18) or older, or that your parent or guardian has registered an Account and has expressly given you permission to use the Services and that you agree to abide by these Terms. 

3. ACCOUNT SECURITY

You are the sole authorized user of your User Account. You are responsible for maintaining the confidentiality of any password and Account number provided by you or CREW for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account. CREW has no control over the use of your or any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you will cease all use and notify CREW immediately by emailing support@hydrow.com.

4. LICENSE TO USE THE SERVICES

Subject to your compliance with these Terms, CREW hereby grants you a personal, limited, non-exclusive, nontransferable, non-sublicensable revocable license to download and install the App and to access and use the Services solely on devices that you own or control, subject to the terms and conditions set forth herein solely for your own use. These Terms are limited to the intellectual property rights of CREW and its affiliates and licensors and do not include any rights to other patents or intellectual property. We reserve any and all rights not expressly granted to you pursuant to these Terms of Use. The limited rights granted to you to access and use the Services comprise a limited license and do not constitute the sale of any software program.

5. USE CONDITIONS AND RESTRICTIONS

You agree that: (i) you will not use the Services if you are not fully able and legally competent to agree to these Terms of Use; (ii) you will only use the Services for lawful purposes; (iii) you will not use the Services for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iv) you will not use the Services to advertise, solicit or transmit unsolicited commercial email; (v) you will not use the Services to cause nuisance, annoyance or inconvenience; (vi) you will not impair the proper operation of the Services; (vii) you will not try to harm the Services in any way whatsoever; (viii) you will not copy, or distribute the Services or other content without written permission from CREW; (ix) you will only use the Services for your own use and will not resell the Services to a third party; (x) you will keep secure and confidential your Account login information; and (xi) you will provide us with whatever proof of identity we may reasonably request.

You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by CREW. Except as specifically permitted herein or expressly authorized in writing by CREW, you agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means; (iii) harvest or scrape any content or data from the Services, or (iv) permit any third party to engage in any of the acts described in clauses (i) through (iii).

You further understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (iii) use any means to discover the source code of any portion of the Services; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of CREW and its licensors. If you breach these restrictions, you may be subject to prosecution and damages. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that CREW is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Services.

For clarity, “Services”, as used herein, includes the App.  CREW reserves all rights in and to the App not expressly granted to you under these Terms.  You must also comply with all applicable third-party terms of service when using the App.

6. THIRD PARTY SERVICES AND MATERIALS

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that CREW is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. CREW does not warrant or endorse, and does not assume and will not have any liability or responsibility to you or any other person for, any third-party Services, Third Party Materials or websites, or any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. In addition, third party services and Third Party Materials that may be accessed from, displayed on or linked to from the Services are not available in all languages or in all countries. CREW makes no representation that any third party services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

Open Source Software. The Services may contain or make use of certain Open Source Software. Further information is available on our Website at www.hydrow.com.

7. YOUR CONTENT

As a condition of your use of the Services, you hereby grant to CREW a non-exclusive, perpetual, worldwide, irrevocable, transferable, sub-licenseable, royalty-free license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any Content (as defined in the following sentence) that you post, upload, publish, submit or transmit to be made available through the Services (“Your Content”).  For purposes of these Terms, “Content” shall mean text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services and shall include, without limitation, Your Content.

You hereby waive any so-called “moral rights” or rights of privacy or publicity in Your Content.  By posting or submitting Your Content through the Services, including any publicly accessible blog, comments or community forum we may make available (collectively “Forums”), you represent and warrant (a) that you own or otherwise control all of the rights to your User Content, including without limitation, all copyrights; (b) that Your Content is accurate; and (c) that use of Your Content does not violate these Terms, the Privacy Policy or all applicable laws, rules and regulations and will not cause injury to any person or entity.  You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.  To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the Services, and we take no responsibility and assume no liability for any content or materials submitted or posted through the Services, including in the Forums, by you or any third party.

You can remove your User Content by deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services.  We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your Content.  WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SERVICES.

Any and all (i) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to CREW by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by CREW or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of CREW.  You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions.  All Feedback and Revisions become the sole and exclusive property of CREW and CREW may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.  You hereby assign to CREW any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At CREW’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

8. INTELLECTUAL PROPERTY

The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that CREW and/or its licensors own all right, title and interest in and to the Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of CREW’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. All rights not expressly granted in these Terms are reserved.

The Hydrow name, logos and affiliated properties, designs and marks are the exclusive property of CREW, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. 

9. DISCLAIMER OF WARRANTIES; SAFETY WARNING

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CREW HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.  CREW DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (D) DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CREW OR ITS AUTHORIZED REPRESENTATIVE SHALL BE DEEMED TO CREATE ANY WARRANTY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANOTHER PARTY MAY HAVE ACCESS TO OR VIEW CONTENT ON YOUR DEVICE, YOU ARE SOLELY RESPONSIBLE FOR INFORMING SUCH PARTY OF ALL DISCLAIMERS AND WARNINGS IN THESE TERMS. 

TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING TO USE THE SERVICES IN ANY WAY.  THE SERVICES OFFERS ARE DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD NOT RELY ON THE SERVICES, OR ANY INFORMATION CONTAINED THEREIN, AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL CREW, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.   YOU AGREE THAT CREW’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, IN THE AGGREGATE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CREW FOR THE SERVICES OVER THE TWELVE (12) MONTHS PRECEDING THE DATE YOUR FIRST CLAIM(S) AROSE.  THE FOREGOING LIMITATIONS DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

Basis of the Bargain. You agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms of these Terms and that CREW would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce CREW to grant you the rights set forth in these Terms.

11. INDEMNITY

By entering into these Terms and using the Services, you agree that you shall defend, indemnify and hold CREW, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Services;  (d) your negligence or willful misconduct or (e) any User Content submitted by or on behalf of you.

12. NOTICES OF COPYRIGHT INFRINGEMENT

If properly notified that any materials infringe a third party’s copyright, CREW will promptly remove such materials from the Services in accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) or equivalent laws which are applicable in other jurisdictions.  In addition, we may, in our sole discretion, terminate the accounts of repeat copyright infringers.

Anyone who believes that his or her work has been reproduced on the Services in a manner which constitutes copyright infringement may submit a notification to CREW’s in accordance with the Digital Millennium Copyright Act (the “DMCA”) by providing all of the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (3) information for CREW’s copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address; (4) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by indicating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.

Notices of copyright infringement claims, or any counter-notices, may be sent by mail to CREW By True Rowing, Inc., 14 Arrow Street 4th Floor, Cambridge, MA 02138, Attn: Copyright Notice, or by email to support@hydrow.com with the subject line “Copyright Notice.” CREW will respond expeditiously to claims of copyright infringement that are reported to CREW’s in the manner explained above. It is CREW’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

If you believe that any of your content that was removed (or to which access was disabled) after CREW received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing all of the following information to CREW’s copyright agent: (1) your physical or electronic signature (with your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; (4) your name, address, telephone number, and email address; and (5) a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.

If a counter-notice is received by CREW’s copyright agent, CREW may send a copy of the counter-notice to the original complaining party informing that person that CREW may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at CREW’s sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.

CREW may disclose any communications concerning DMCA or other applicable copyright notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material. 

If you have questions about the legal requirements of a DMCA or other applicable copyright notice or counter-notice, please contact an attorney.  Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

13. ARBITRATION AND CLASS ACTION WAIVER

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.  THIS SECTION IS APPLICABLE TO THE FULLEST EXTENT OF THE LAW AND WILL SURVIVE THE TERMINATION OF THESE TERMS.

Informal Process First. You agree that in the event of any dispute between you and CREW, you will first contact CREW and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of CREW’s services and/or products, including the Services, or relating in any way to the communications between you and CREW or any other user of the Services, will be finally resolved solely by binding arbitration and not in a class, representative or consolidated action or proceeding, unless you opt out of this arbitration agreement by following the procedures outlined below. This mandatory arbitration agreement applies equally to you and CREW. However, this arbitration agreement does not (a) govern any Claim by CREW for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first of the date you first agree to these Terms by following the procedure described below.

No Judge or Jury. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and CREW are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.

Arbitration Rules. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to 14 Arrow Street 4th Floor, Cambridge, MA 02138. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

Conduct of the Arbitration. The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Services on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

Interpretation. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

Opting-Out. If you do not want to arbitrate disputes with CREW and you are an individual, you may opt out of this arbitration agreement by sending an email to support@hydrow.com within thirty (30) days of the date you first agree to these Terms.

Class Action Waiver. YOU AND CREW AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (“CLASS ACTION”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and CREW each waive any right to a jury trial.

Severability. With the exception of any of the provisions in “Class Action Waiver” paragraph above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

14. GENERAL PROVISIONS

Modifications. We may modify these Terms at any time. Modifications will be effective on the date that they are posted to the Website. No other act, document, usage or custom will be deemed to modify or amend these Terms.   Your continued access or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications to the Terms, then you may not not access or use the Services anymore.  We may change or discontinue all or any part of the Services, at any time and without notice, in our sole discretion.

Term; Termination. These Terms shall begin on the date you first use the Services and shall continue as long as you have an Account with CREW and/or continue to use Services.  If you breach any of the terms of these Terms, all licenses granted by CREW, including permission to use the Services, will terminate automatically. Additionally, CREW may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason.

Effect of Termination; Account Deletion.  Upon termination of these Terms, all licenses granted to you by CREW will terminate. If CREW deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name.  For clarity, if you cancel your Account or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the Services.  CREW, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms. In the event of Account deletion for any reason, CREW may, but is not obligated to, delete any of Your Content. CREW shall not be responsible for the deletion of (or failure to delete) Your Content. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by CREW or you, including without limitation the following: Sections 7 (Your Content), 8 (Intellectual Property), 9 (Disclaimer of Warranties; Safety Warning), 10 (Limitation of Liability), 11 (Indemnity), 13 (Arbitration and Class Action Waiver), and 14 (General Provisions). Termination will not limit any of CREW’s other rights or remedies at law or in equity.

Export Laws. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by CREW hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to CREW for which monetary damages would not be an adequate remedy, and in such event, CREW shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

Entire Agreement.  The following legal documents, as well as any other policies or procedures that are posted to the Website from time to time, are incorporated herein by reference: Privacy Policy, and Warranty.  In the event of a conflict between any policies posted on the Services and these Terms, these Terms shall control.  These Terms represent the entire understanding between CREW and you regarding the Services and Content and supersede all prior agreements and understandings regarding the same.

Miscellaneous.  These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by CREW but may not be assigned by you without the prior express written consent of CREW. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms and are for convenience only. You and CREW agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Use. The AAA Rules and the laws of the Commonwealth of Massachusetts, excluding its conflicts of law provisions, govern these Terms and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.

Contact Us. You may contact us regarding the Services or these Terms of Use at: 14 Arrow Street 4th Floor, Cambridge, MA 02138 or by email to support@hydrow.com.