These Terms of Service (the “Agreement”) is by and between Jack H. Woods, ABN: 18 322 067 866 (the “Service Provider”), and the Customer, which acknowledges acceptance by clicking “JOIN RINGSTRONG” as stated below. THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK “JOIN RINGSTRONG” (the “Effective Date“), BY CLICKING  “JOIN RINGSTRONG”, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANISATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANISATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK THE “JOIN RINGSTRONG” BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS PROGRAM MATERIALS OR USE THE PROFESSIONAL SERVICES. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”  WHEREAS, Provider provides access to the Services to its customers; and  WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.  NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Parties agree as follows:

1. Services

Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to provide to Customer the services and deliverables set forth in Exhibit A attached hereto (the “Services”).

2. Fees and Expenses

2.01 Initial Term Fees. The Customer shall pay the Service Provider an Initial Term fee based on the Payment Schedule (See Exhibit A).

2.02 Subscription Term Fees. After the fixed Initial Term, the Customers subscription will automatically be renewed at the discounted members price for ongoing use/licensing of trade secrets, videos, software, materials, etc. Customer may elect to cancel the Subscription Term and licensing/use rights at any time by giving fourteen (14) calendar days written notice by emailing support@jackhwoods.com. Once cancelled, the Customer will forfeit the ability to use trade secrets, software, videos, materials etc.

2.03 Terms of payment. Terms of payment are within the Provider’s sole discretion and form of payment must be received by the Provider at the time of the execution of the Agreement. Provider accepts Visa, Mastercard and American Express for all purchases. Customer represents and warrants that (i) the credit card information supplied is true, correct and complete, (ii) Customer is duly authorised to use such credit card for the purchase, (iii) charges incurred will be honoured by the credit card company, and (iv) will pay charged incurred at the posted prices, and all applicable taxes, if any.

2.04 Refunds. Customer hereby ratifies Customer’s understanding that all program sales are final and non-refundable and waive any rights to chargeback Customer’s purchase with Client’s credit card processor, unless specifically exempted by their program(s) “Guarantee” (See Exhibit A).

2.05 Dispute Resolution. If the Customer or the Customer’s business has a complaint, dispute, or controversy, the Customer and their business agree to first contact the Provider at support@jackhwoods.com  to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Provider’s website, services, products, information, or the Customer’s relationship with the Provider that cannot be resolved through such informal processes or through negotiation within 120 days shall be resolved by binding, confidential arbitration. Should either party file an action contrary to this provision, the other party may recover legal fees, administration fees or costs.

3. Cooperation Between the Parties

Each Party shall fully cooperate with the other Party with respect to the provision of the Services. Each Party shall provide or make available to the other Party any information that may reasonably be required to effectively perform the Services. The Customer shall, without any charge to the Service Provider, provide all reasonable facilities and assistance as may be necessary for the safe and convenient performance of the Services by the Service Provider’s personnel.

4. Website and Program Materials

As used in this Agreement, “Website” and “Website Use”, refers to accessing, logging in to, or viewing pages on the https://coaching.ringstrongfitness.com domain, including all extensions and paths relating to and found within the domain. “Program Materials” refers to all pages, media, text and documents found within the subdomain, as well as all other services and deliverables set forth (See Exhibit A).

5. Trade Secrets and Intellectual Property

“Trade Secrets” means (1) any information relating to Service Provider’s business, including its website(s) and marketing efforts and sales, that is generally not known by non-company personnel, including: (i) methods, techniques, formats, specifications, procedures, sales and marketing techniques and knowledge of and experience in the development and operation of Service Provider and its website(s); and (ii) Service Provider’s strategic plans and concepts for the development, operation, or expansion of its products and services. The term “Trade Secrets” includes improvements in all the foregoing as made, developed or invented from time to time. Upon execution of this Agreement and during the term of engagement Service Provider will have to disclose and may have already disclosed to Customer certain Confidential Information. Confidential Information is not generally known to others and could have economic value if disclosed to others and/or used by the Customer, directly or indirectly. In consideration of the promises made in this Agreement and in consideration of Customer’s access to Confidential Information, Customer shall keep secret and confidential, and shall not use, except as necessary to perform its contemplated services herein, the Confidential Information. All works, ideas, inventions, discoveries, improvements, service marks, trade secrets (including all software, code, videos, written materials, models, marketing techniques and practices, illustrations and designs), and the like (collectively, “Intellectual Property”), which are developed, conceived, created, discovered, produced and/or otherwise generated by Service Provider under this Agreement shall be the sole and exclusive property of Service Provider and it shall own any and all right, title and interest to the same, however, the Intellectual Property shall be subject to a worldwide, non-exclusive licence to Customer for its use only as intended under this Agreement.

6. Termination

6.01 Term. The initial term (the “Initial Term”) of this Agreement shall commence on the Effective Date and unless otherwise terminated as provided herein, shall continue for a fixed Initial Term period following the Effective Date. At the conclusion of the Initial Term, this Agreement shall automatically renew on a monthly basis at the weekly rate of then current Subscription Term Fee (each, a “Renewal Term”) unless this Agreement is terminated by one Party providing the other Party with fourteen (14) days prior written notice of non-renewal. The foregoing notwithstanding, Service Provider has the right to terminate this Agreement and license/use rights at any time for any actual or threatened violation of these Terms; any dishonest or unethical business practice, which may include, but is not limited to fraud, malfeasance, intellectual property infringement, criminal activity, general or sexual harassment, the violation of law, harm to Service Provider’s reputation, the violation of the rights of Service Provider, including any other contract rights between Customer and Service Provider, the violation of the rights of any third party or affiliate, or if Customer is acting in competition with Service Provider’s products or services. Upon termination of Services and licence/use rights Customer agrees to immediately discontinue all uses of any and all Program Materials, Trade Secrets and Intellectual Property, and that all rights in and the good will connected therewith shall remain the exclusive property of Servicer Provider.

6.02 Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. The Customer shall pay the Service Provider for all Services rendered prior to termination. Upon termination each Party shall return the other Party’s Confidential Information that is in its possession at the time of termination. Upon the termination of any of the Services (or upon termination of the Agreement), the Customer shall promptly return any equipment, materials or other property of the Service Provider relating to the terminated Services which is owned by the Service Provider and is in the Customer’s possession or control.

7. Feedback and Testimonials

The Customer is welcome to provide the Service Provider with a testimonial for the Services in connection with their use of the Services. The Customer provides an irrevocable licence to the Service Provider that they may reproduce, use, and display the testimonial to promote the work completed in providing the Customer the Services. If the Customer submits feedback concerning their ideas and suggestions related to the Services, the Service Provider shall have the right to use that information to improve their business processes. The Customer has no right to any intellectual property based on an improvement to the business based on this feedback. The Customer acknowledges and agrees that the Service Provider may, at their discretion, use the testimonial or feedback to promote the Services including posting the same to their website or to any of their social media accounts.

8. Liability Waiver

In consideration of being allowed to participate in the activities and services offered by the Service Provider, and to use its programs and training, in addition to the payment of any fee or charge, the Customer does hereby waive, release and forever discharge and hold harmless the Service Provider from any and all responsibility, liability, cost, and expenses, including injuries or damages, resulting from my participation in any activities, or my use of any programs designed by the Service Provider.

The Customer understands and is aware that strength exercise, including equipment use, are potentially hazardous activities. They also understand that fitness activities involve a risk of injury and even death and that they are voluntarily participating in these activities and using equipment with knowledge of the dangers involved. The Customer hereby agrees to expressly assume and accept any and all risks of injury or death related to said fitness activities.

The Customer does hereby further declare themself to be physically sound and suffering from no condition, impairment, disease, infirmity or other illness that would affect nutrient metabolism or prevent my participation or use of equipment except as hereinafter stated. The Customer acknowledges that they have either had a physical examination and been given their physician’s permission to participate, or that they have decided to participate in activity and use of equipment and programs designed by Service Provider without the approval of their physician and do hereby assume all responsibility for their participation and activities, and utilisation of equipment and machinery in their activities. In addition, the Customer hereby represents and warrants that they are currently covered by an accident and health insurance policy.

EXHIBIT A

Description of Services – RINGSTRONG

1. Materials

  • Jack H Woods Three Phase RINGSTRONG Training
  • Jack H Woods Proprietary Strength Methodology & Trainings
  • Jack H Woods Nutrition System & Trainings
  • Jack H Woods Body Transformation Method & Trainings

2. Three Phase Program Outline and Coaching Process*

  • Phase One: Foundations
  • Phase Two: Re-Comp Acceleration
  • Phase Three: Strength Accumulation
  • Phase One One-On-One Coaching Calls: Kick-Off Call, Clarity Call
  • Phase One-Three: Weekly Personalised Training Feedback
  • Phase Two-Three: Monthly Milestone Calls, Personalised Reviews, Feedback & Action Plans

3. Software and Tools

  • Custom Tracking Spreadsheet
  • RINGSTRONG Community
  • Call Recordings Archive
  • Deep-Dives Library

4. Community Calls & Events

  • Phase One-Three: Weekly Training Feedback Seminar & Recordings

6. Access to 5 days/week Premium Support**

  • During regular business hours to assist with training and nutrition implementation, tech related, and setup questions related to equipment or the software and tools included in training

7. Termination

After the Initial Term, Fourteen (14) day termination notice required. Upon termination, Customer will lose access to:

  • All the training programs, support and materials within the system
  • Access to all Software and Tools
  • Access to Community Calls & Events including recordings
  • Access to Premium Support & Community

8. Payment Schedule

Initial term: 12 weeks.

Initial term fee: $1950 USD.

Ongoing Renewal fee: $325 USD per calendar month.

9. Guarantee

Try Our Service Risk-Free: Purchase any of our services with confidence, knowing that you are protected by our 30 Day 100% Money-Back Guarantee. We believe in the quality of our offerings, and we trust your judgement of the results. Therefore, if you are not completely satisfied with your experience, please contact our customer support team within 30 days of the Effective Date. In this case we will issue a full refund (excluding costs).

*Subject to program enhancements/modifications

**Subject to business holidays and unforeseen events