BODY REFINED TERMS OF SERVICE (revised June 1, 2018)
1. Services and Pricing.
(a) Sale of Services. You will pay Brooktree Consulting LLC. dba Body Refined (“BR”) for the generally available services provided by BR to you, as subscribed by you, including without limitation, any consultation, nutrition plan, exercise plan and coaching (the “Services”), at the rates and according to these Terms of Service and any additional terms as set forth in schedules attached hereto or separate invoices, each hereby incorporated herein (the “Services”, and collectively with these Terms of Service, this “Agreement”). In the event of a conflict between any terms herein and in any Schedule, the terms of the Schedule for the particular service shall control. Charges for Services shall be invoiced in such manner as stated on an applicable Schedule, or if not therein provided, shall be invoiced at the end of each billing cycle, and, in all cases, payments are due on or before the specified due date of invoice.
(b) Taxes and Other Charges. BR reserves the right, in its sole discretion, to change or institute new or additional rates, charges and/or fees for access to or use of the Services or to change its payment terms or billing methods at any time. BR may suspend Services if BR determines, in its sole discretion, that your previous payment record so warrants such change. You will pay, and BR reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon BR net income), fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on BR, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If you claim exemption from charges, you must provide BR with a current, valid exemption certificate from the applicable regulatory authority.
(c) Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, you agree if payment is not received by BR from the card issuer or its agents, you will pay all amounts due upon demand by BR. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that BR is authorized to charge your designated card in connection with the Services. YOU FURTHER AGREE THAT BR MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, QUARTER OR YEAR, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, WITHOUT FURTHER AUTHORIZATION FROM YOU, until you provide prior written notice (in accordance with BR’s verification procedures, as may be established by BR from time to time in its sole discretion) that you terminate this authorization or desire to change your designated card. Such notices will not affect charges submitted before BR reasonably could act on such notice. When you provide your card information to BR (or its designated licensees or subcontractors), you represent and warrant to BR that you are the authorized user of your designated card. You agree to promptly notify BR of any changes to your designated card account number, its expiration date or your billing address, as applicable, and you agree to notify BR if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchases made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEES ARE NOT PAID IN A TIMELY MANNER, OR IF BR IS UNABLE TO PROCESS YOUR TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, BR RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES.
(d) Disputes. Past-due balances not reasonably disputed in good faith as herein provided shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less, and you shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by BR to collect any such sums due under this Agreement. You must notify BR of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or you will be deemed to agree to such charges and no adjustments to charges or invoices will be made. You remain responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.
(e) Due Date. You shall pay all invoices before or on the invoice date.
(f) Cancellation Fee. $125. To cover BR administrative expenses in the event that you elect to cancel the agreement prior to the expiration of the initial 6 month agreement.
(g) NSF Fee. Payments that are returned for non-sufficient funds, a $35 charge, per occurrence will be added to the current balance owed.
(h) Rejected ACH Fee. $75 per occurrence in the event you direct the designated bank account, PayPal account or credit/debit card financial institution to reject BR’s Debit/ACH.
(i) Late Fee. If BR receives payment from you more than 15 days after the date of the invoice, BR may impose a late fee of $50.00. If BR has not received payment from you more than 30 days after the date of the invoice, BR may assess five percent simple interest on the unpaid invoice. Interest begins accruing on the invoice due date. If you have not paid an invoice for more than 45 days, BR may refer collection of the unpaid amount to an attorney or collections agency. If your unpaid invoices are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collection agency fees.
(j) Blocked Account Fee. $250 per occurrence.
(k) Payment Plan. If you require a payment plan, you must contact BR before the due date on the invoice. If you request a payment plan after the due date on the invoice, BR may assess late fees, accumulated interest, attorney’s fees, or any applicable combination of the three. Nothing in this section requires BR to accept any payment plan on past due invoices.
2. Term and Termination.
(a) Term. Services shall commence upon the Service Commencement Date as agreed upon by the parties, in writing, and shall continue, unless different terms are specified by the parties in a Schedule, for a minimum term of six(6), twelve(12) or eighteen(18) months (“Initial Term”), with renewal terms continuing indefinitely thereafter at lengths equal to the Initial Term (each a “Renewal Term”). Without limiting the foregoing, if the term of any Services described in a Schedule or Service Order extends beyond the expiration or termination of this Agreement, the terms of this Agreement shall apply to such Services even after expiration or termination of the Agreement. Either party may terminate this Agreement at the end of a term by providing written notice to the other party of such termination at least thirty (30) days prior to the end of such term or as the parties otherwise agree, in writing.
(b)Termination for Cause. Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, BR may terminate this Agreement and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services (including without limitation your use of the Services in contravention of Office & Accountability Policy, to be determined in BR’s sole discretion); (ii) if deemed reasonably necessary by BR to prevent interruption or disruption to BR’s business or other customers; (iii) if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due (including without limitation any minimum commitments); or (iv) for breach, not subject to cure. All terminations by BR shall be effective as of the date designated in the termination notice, and BR shall not be liable to you or any third party should BR exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(b).
(c) Effect of Termination. In the event of any termination, you remain responsible for any and all fees and charges due and incurred through the termination effective date and will not be entitled to any partial month credits or refunds of any kind, including without limitation if you elect to not use the Services prior to the termination effective date.
3. Notices. Notices to you for billing or account management purposes will be addressed to the address provided to BR. Notifications to BR shall be addressed to: Brooktree Consulting, LLC. d/b/a Body Refined, Attn: Legal Services Department, P.O. Box 1062, Beltsville, MD 20704 USA. Any notice required or permitted to be given under this Agreement must be written in English and shall be deemed given and effective upon delivery if sent by personal delivery or email to firstname.lastname@example.org (with confirmation of successful delivery), two (2) days after deposit with a nationally-recognized overnight delivery service or five (5) days after posting if sent by certified United States mail, return receipt requested, with postage pre-paid and addressed as above-provided or to such other addresses as may be designated by notice from one party to the other. You hereby grant BR express consent to contact all individual account holders and moderators to communicate information regarding BR’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other changes. Without limiting the foregoing, you grant BR express consent to periodically contact you and/or to forward to the e-mail address(es) related to your account on file information regarding BR’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other changes and/or various promotional and advertising materials regarding other BR’s products, services, marketing plan and other business related items.
Revisions. You shall be bound by this Agreement and the Body Refined Terms of Service provided herewith. You agree that the Terms of Service may be revised, supplemented or amended in the sole and absolute discretion of Body Refined and any such changes shall become immediately effective upon posting.
Subscription Fee. You will pay BR a subscription fee (“Subscription Fee”) per Client (as below defined) in addition to any additional fees or charges for use of services. For the purposes hereof, a “Client” is an individual designated and identified by you as user of the Services. You will be billed for and you shall pay all invoices, in their entirety, for each applicable period during the term of this Agreement. All Subscription Fees are prepaid and non-refundable, and non-compliance fees not included in subscription plans are billed in arrears, with payments due on the specified date on the invoices; provided, you may pay your Subscription Fees in monthly installments for the number of clients provided, beginning as of the Service Commencement Date, subject to and conditioned upon: (i) BR expressly agreeing to such installment payments in a written Schedule; (ii) you being and remaining current on all fees and charges to BR; and (iii) in the event you are delinquent in payment at any time for such installment payments, BR may immediately terminate the monthly installments and the remainder of the Subscription Fee(s) per the applicable Schedule shall be paid in full by you. For the avoidance of doubt, you are not and will not be entitled to any partial month billing or credits or refunds of any kind, including without limitation in the event you elect to not use the Services during any billing period. You further acknowledge and agree that BR reserves the right to change pricing or modify or discontinue any or all of Services without notice. Without limiting the foregoing, BR reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of Services at any time as provided in this agreement.