Terms of Subscription and Payment

These Terms of Subscription and Payment (the “Terms of Subscription and Payment”) are incorporated by reference into, and form part of, the Semper Validus Terms of Service (the “Terms of Service”), and apply to your access to and use of the Semper Validus mobile fitness application and related content, features, tools, and services (the “App”). Capitalized terms used but not otherwise defined in this document have the meanings given to them in the Terms of Service.

Article 1. Incorporation; Defined Terms; Order of Precedence

1.1 Incorporation by Reference. This document is incorporated by reference into, and forms part of, the Terms of Service. By creating an account, subscribing, or using the App, you agree to this document as part of the Terms of Service.

1.2 Defined Terms. Unless otherwise defined herein, capitalized terms have the meanings given in the Terms of Service. “Company,” “we,” “us,” and “our” mean Semper Validus, LLC, a Florida limited liability company; “App” means the Semper Validus mobile fitness application; and “you” or “User” means the individual accessing or using the App, as further described in the Terms of Service.

1.3 Order of Precedence. The Terms of Service govern generally; the Privacy Policy governs solely with respect to the handling of personal information; and mandatory app-store terms control solely to the extent required by the applicable app store. This document governs specifically with respect to subscription and payment matters, and in the event of a conflict with the general provisions of the Terms of Service regarding subscription or payment, this document controls solely with respect to subscription and payment matters.

Article 2. User Categories

2.1 Three User Categories. The App is made available to three categories of Users: Individual Users, Trainers, and Organizations.

2.2 Individual Users. “Individual Users” are individuals who use the App for their personal fitness and wellness tracking. Individual Users may use the App free of charge and are not required to pay any subscription fee.

2.3 Trainers. “Trainers” are fitness trainers, coaches, or similar professionals who use the App’s paid functionality in connection with their training services. Trainers must pay a recurring monthly subscription fee to access the App’s paid functionality.

2.4 Organizations. “Organizations” are gyms, studios, employers, wellness programs, teams, or other entities that use the App’s paid functionality. Organizations must pay a recurring monthly subscription fee to access the App’s paid functionality.

Article 3. Subscription Fees Determined at Sign Up

3.1 Fees for Trainers and Organizations. The applicable subscription amounts, plan descriptions, and features available to Trainers and Organizations are determined and disclosed at the time of sign up. Plan descriptions and the applicable monthly fee in each case are presented and agreed to at sign up.

3.2 No Fee for Individual Users. Individual Users may use the App free of charge. No subscription fee applies to Individual Users unless and until an Individual User elects to become a Trainer or Organization or otherwise subscribes to paid functionality.

3.3 Currency. All fees are stated and payable in U.S. Dollars unless otherwise stated at sign up.

Article 4. Recurring Monthly Billing and Renewal

4.1 Monthly Charges. For Trainers and Organizations, charges and payments are monthly, and the subscription fee is charged on a recurring monthly basis.

4.2 Automatic Renewal. Each subscription renews automatically each month until cancelled in accordance with this document. Unless cancelled, your subscription will renew on the same day of each month as your initial billing date (or, for months without that day, on the last day of the month), or as otherwise disclosed at sign up.

4.3 Billing Cycle. Your billing cycle begins on the date your paid subscription commences and continues for successive one-month periods until cancelled or terminated.

Article 5. Authorization to Charge

5.1 Authorization. By subscribing as a Trainer or Organization, you authorize Company and/or its third-party payment processor to charge your selected payment method for all applicable subscription fees, taxes, and charges on a recurring monthly basis, until you cancel in accordance with this document.

5.2 Payment Method. You authorize Company and/or its third-party payment processor to store and charge the payment method you provide, and to charge any updated payment method obtained from your card issuer or payment provider.

Article 6. Taxes

6.1 Taxes. You are responsible for all applicable taxes, duties, levies, and governmental charges arising from your subscription or use of the App, consistent with Section 9.5 of the Terms of Service. Fees are exclusive of such taxes unless otherwise stated at sign up.

Article 7. Billing Errors

7.1 Reporting Errors. If you believe you have been charged in error, you must notify Company at support@sempervalidus.com within seven (7) days of the charge, providing sufficient detail to identify the suspected error. Company will investigate reported billing errors and issue any adjustment or credit to which you are entitled.

Article 8. Failed Payments

8.1 Declined Payments. If a payment method is declined, expires, or otherwise fails, Company and/or its third-party payment processor may reattempt the charge and may notify you to update your payment information.

8.2 Updating Payment Information. You are responsible for maintaining a valid payment method and for promptly updating your payment information. Failure to maintain a valid payment method may result in suspension or termination of paid functionality as described in Article 9.

Article 9. Suspension or Termination for Nonpayment

9.1 Nonpayment. Consistent with Section 14.2 of the Terms of Service, if any amount due is not paid when due, Company may suspend, restrict, or terminate your access to the App’s paid functionality and/or your account, in whole or in part, with or without notice, until all outstanding amounts are paid.

Article 10. Cancellation

10.1 How to Cancel. Trainers and Organizations may cancel a subscription at any time by contacting Company at support@sempervalidus.com to confirm cancellation instructions.

10.2 Effect of Cancellation. Upon cancellation, your paid subscription will continue through the end of the then-current paid monthly period, and your access to paid functionality will continue through that period. Cancellation stops future monthly renewals. Except as required by applicable law or as expressly stated at sign up, fees already charged are not prorated or refunded.

Article 11. No Refunds

11.1 Non-Refundable. Consistent with Section 9.4 of the Terms of Service, all fees are non-refundable except as required by applicable law or as expressly stated at sign up.

Article 12. Subscription Changes

12.1 Plan Changes. Trainers and Organizations may upgrade, downgrade, or otherwise change their subscription plan, subject to the options and terms presented at the time of the change.

12.2 Effect on Billing. Unless otherwise stated at sign up or at the time of the change, plan changes take effect on your next monthly billing date, and the applicable fee for the new plan will apply beginning with the next billing cycle. Any change in fee resulting from an upgrade or downgrade will be reflected in your recurring monthly charge.

Article 13. Price Changes

13.1 Changes to Prices. Company may change subscription prices from time to time. Company will provide prior notice of any price change at least sixty (60) days before the change takes effect, through the App, by email, or by other reasonable means.

13.2 Acceptance; Right to Cancel. Your continued use of paid functionality or renewal of your subscription after the price change takes effect constitutes your acceptance of the new price. If you do not agree to the new price, you may cancel your subscription before the change takes effect in accordance with Article 10.

Article 14. Third-Party Payment Processor; App Stores

14.1 Third-Party Processing. Payments may be processed by a third-party payment processor and/or app store. Your use of such third-party payment services is governed by their own terms and privacy practices. Consistent with Section 6.4 of the Terms of Service and Article 10 of the Privacy Policy, Company is not responsible for third-party payment processors, their terms, data practices, security, availability, accuracy, or content.

14.2 App-Store Billing. If you subscribe through an app store or marketplace, billing, renewals, cancellations, and refunds may be handled by that app store in accordance with its terms, which control to the extent mandatory.

Article 15. Account Responsibility

15.1 Accurate Information. Consistent with Section 2.2 of the Terms of Service, you are responsible for maintaining accurate, current, complete account and payment information, and for all charges incurred under your account.

Article 16. Changes to These Terms of Subscription and Payment

16.1 Updates. Company may update this document from time to time by posting a revised version in the App or otherwise providing notice through reasonable means, consistent with Article 15 of the Terms of Service. The revised version will be effective as of the date stated or as otherwise specified.

16.2 Continued Use. Your continued access to or use of the App or paid functionality after the revised version becomes effective constitutes your acceptance. If you do not agree, you must stop using the paid functionality and may cancel in accordance with Article 10.

Article 17. Governing Law; Exclusive Jurisdiction; Venue

17.1 Governing Law. This document is governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles, consistent with Article 17 of the Terms of Service.

17.2 Exclusive Jurisdiction and Venue. Consistent with the Terms of Service, the state courts located in Duval County, Florida, and, if federal jurisdiction exists, the United States District Court serving Duval County, Florida, will have exclusive jurisdiction and venue over any dispute arising out of or relating to this document.

Article 18. Notices; Contact

18.1 Notices to Company. Consistent with Section 18.10 of the Terms of Service, notices to Company must be sent to: Semper Validus, LLC, Attention: Customer Support, 7901 4th Street North, Suite 300, St. Petersburg, Florida 33701; Email: support@sempervalidus.com.

18.2 Questions. Questions regarding subscription or payment matters may be directed to Company at support@sempervalidus.com.