Terms of Service

Criyo Tech LLC ("Criyo," "we," "us," "our") provides its services (described below) to you through its website located at criyo.co (the "Site") and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service"). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

By accessing or using the Service you agree to be bound by these Terms of Service. If you disagree with any part of the terms, you may not access the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CRIYO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy. All such terms are hereby incorporated by reference into these Terms of Service.

1. Access and Use of the Service

Services Description: The Service is a platform for athletes and creative professionals ("Creators") to monetize their digital goods, content, and services ("Creator Content") and allows Creators' fans and followers ("Customers") to purchase such Creator Content using the Criyo platform.

Platform Functionality: Except for transactions involving the purchase of a license to use the Services, Criyo is not a party to any transactions regarding the purchase and sale of Creator Content conducted through the Services – such transactions are solely between Creators and Customers. Neither is Criyo the creator or owner of the Creator Content listed on or made available through the Services. Criyo's Services allow Creators to manage and streamline the administrative aspects of their business, including providing Customers with a user-friendly platform through which to purchase Creators' Creator Content. Creators are solely responsible for ensuring that any Creator Content made available through the Services meet all applicable laws, rules and regulations, and that the Creator Content described by Creators are delivered as described in an accurate and satisfactory manner. Criyo has no control over and does not guarantee (a) the existence, quality, safety, suitability, or legality of Creator Content made available through the Services; (b) the truth or accuracy of Creators' descriptions of the Creator Content made available on or through the Services; (c) the ability of Creators to fulfill purchases as made available through the Services; (d) the ability of Customers to pay for purchases as purchased through the Services; (e) that Creators or Customers will actually complete a transaction through the Services; or (f) the safety, suitability, or legality of communications of users, whether in public or private, via online or offline interactions.

Your Registration Obligations: You may be required to register with Criyo in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Criyo of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Criyo will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Service: Criyo reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Criyo will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Criyo may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Criyo's servers on your behalf. You agree that Criyo has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Criyo reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Criyo reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

2. Conditions of Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("Materials") that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. The following are examples of the kind of Materials and/or use that is illegal or prohibited by Criyo. Criyo reserves the right to investigate and take appropriate legal action against anyone who, in Criyo's sole discretion, violates this provision, including without limitation, removing the offending Materials from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

a) email or otherwise upload any Materials that (i) infringe any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) pose or create a privacy or security risk to any person; (v) constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) are unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; (vii) are related to credit monitoring, credit repair and counseling services, adult content and services, pornography or other mature audience content, including but not limited to; literature, imagery, and artificial-intelligence-generated content; (viii) relate to illegal activities, including but not limited to the sale of controlled substances, drug paraphernalia, gambling, or any request for money or funding for illegal purposes; (ix) violate the Stripe Services Agreement (available at https://stripe.com/legal) or any other policy of Criyo's payment processors; or (x) in the sole judgment of Criyo, are objectionable or which restrict or inhibit any other person from using or enjoying the Service, or which may expose Criyo or its users to any harm or liability of any type;

b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

c) violate any applicable local, state, national or international law, or any regulations having the force of law;

d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) solicit personal information from anyone under the age of 18;

f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

j) We reserve the right to modify, suspend or discontinue, temporarily or permanently, any subscription benefits or access from time to time with prior notice to you. Any subscription fees or other fees charged to you are non-refundable except as expressly set forth in these Terms of Service. We reserve the right to accept or refuse subscribers in our discretion.

2.1 Content Moderation Policy

Prohibited Content on Platform: By using the Services as a Creator or Customer, you agree that you will not upload, post, share, link to, sell, or otherwise distribute any content, materials, products, or services that:

a) Adult Content and Services: Include or promote pornography, sexually explicit materials, nudity, sexually oriented services (including but not limited to prostitution, escorts, pay-per-view services, adult live chat features), sexually oriented items, adult video stores, sexually oriented massage parlors, gentleman's clubs, topless bars, strip clubs, or sexually oriented dating services;

b) Illegal Substances: Promote, facilitate, or involve the sale, distribution, or use of illegal drugs, controlled substances without proper authorization, drug paraphernalia, or any products containing THC, CBD, or other cannabis derivatives;

c) Violence and Harm: Promote, encourage, or facilitate violence, self-harm, suicide, terrorism, extremism, hate speech, harassment, threats, or any content that could cause physical or psychological harm to individuals or groups;

d) Illegal Activities: Facilitate or promote any illegal activities including but not limited to:

Human trafficking or exploitation

Money laundering or financial crimes

Pyramid schemes or multi-level marketing schemes

Unauthorized money transmission or bill payment services

Sale of counterfeit goods or services

Identity theft or fraud

Hacking, phishing, or distribution of malware

Violation of intellectual property rights

e) Weapons and Dangerous Materials: Promote or facilitate the sale of firearms, ammunition, explosives, or other weapons, including instructions for creating weapons or dangerous devices;

f) Gambling and Games of Chance: Include or promote internet gambling, games of skill or chance with cash prizes, sweepstakes (unless pre-approved), pay-in auctions, office pools, charity raffles (unless properly licensed), or lottery tickets;

g) Financial Services: Offer unauthorized financial services including but not limited to:

Investment or credit services without proper licensing

Cryptocurrency exchanges or wallets

Initial coin offerings (ICOs) or token sales

Peer-to-peer lending or crowdfunding (unless pre-approved)

Digital wallets or stored value cards

h) Regulated Products: Include tobacco products, e-cigarettes, vaping products, prescription medications, pharmacy services (without proper licensing), or other age-restricted or regulated products;

i) High-Risk Business Models: Operate as or promote:

Travel reservation services, airlines, cruises, or timeshares

Extended warranties or service plans

Negative option billing or subscription traps

Content creation platforms (unless pre-approved)

Businesses requiring special licensing or certification without proof of such credentials

j) Deceptive Practices: Engage in false advertising, misleading health claims, get-rich-quick schemes, or any deceptive business practices;

k) Platform Abuse: Attempt to use the platform for purposes other than its intended use, including but not limited to using it as a personal money transfer service, donation platform (unless for registered charities), or crowdfunding platform (unless pre-approved).

Content Moderation and Enforcement: Criyo employs automated content moderation systems and manual review processes to detect and prevent prohibited content. We reserve the right to:

Immediately removeany content that violates this policy

Suspend or terminate accounts that violate these guidelines

Report illegal activities to appropriate law enforcement authorities

Withhold payments or reverse transactions related to prohibited content

Cooperate with legal investigations and comply with court orders

3. Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Criyo, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Criyo from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Criyo, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Criyo.

The Criyo name and logos are trademarks and service marks of Criyo (collectively the "Criyo Trademarks"). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Criyo. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Criyo Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Criyo Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Criyo be liable in any way for any content or materials of any third parties (including Creators and other users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Criyo does not pre-screen content, but that Criyo and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Criyo and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Criyo, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

License to Materials: With respect to any content you upload or provide to the Service ("Materials"), you represent and warrant that you own all right, title and interest in and to such Materials, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any Materials, you grant Criyo a limited license to store, display, process, and transmit your Materials solely as necessary to provide and maintain the Service. This includes:

Displaying your Creator Content on your storefront and other platform surfaces

Processing payments for your products and services

Storing, caching, and serving your profile information and media

Technical processing necessary for platform functionality and improvement

Analytics, security, and operational measures required for platform operation

Creating backups and maintaining platform integrity

Enabling sharing and preview features within the platform

Using non-Creator Content (like profile information) for platform promotion

For Creator Content (including but not limited to training programs, digital products, and coaching services), you retain all ownership and intellectual property rights. Criyo's license to Creator Content is limited to:

Facilitating its sale and delivery to your customers through our platform

Displaying previews and samples you choose to make available

Enabling platform features you activate (such as sharing or embedding)

Processing content for security and platform optimization

Marketing or promotional use only with your explicit consent via platform settings or direct communication

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to Criyo are non-confidential and Criyo will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Criyo may preserve and disclose Materials if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Criyo, its users and the public. You understand that the technical processing and transmission of the Service, including your Materials, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Criyo respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Criyo of your infringement claim in accordance with the procedure set forth below.

Criyo will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Criyo's Copyright Agent at team@Criyo-creators.com (Subject line: "DMCA Takedown Request"). You may also contact us by mail at team@Criyo-creators.com.

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice: If you believe your content was wrongfully removed or disabled due to a copyright complaint, you may submit a counter-notice to team@Criyo-creators.com with the following information:

Your full name and electronic signature

Description and location of your removed content (e.g., "My workout program that was at Criyo.vip/[your-profile]")

A clear statement explaining why you believe the content was removed by mistake or misidentification

Your contact information (email, phone, address)

Two statements declaring that:

You consent to the jurisdiction of the federal court in Northern California

You will accept legal notice from the person who filed the original complaint

Upon receiving a valid counter-notice, Criyo will:

Forward the counter-notice to the original complainant

Wait 10-14 business days

Restore your content unless we receive notice that the complainant has filed a court action

Note: False counter-notices may result in account termination and legal liability. If you're unsure about your rights, please consult a legal professional.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Criyo has adopted a policy of terminating, in appropriate circumstances and at Criyo's sole discretion, users who are deemed to be repeat infringers. Criyo may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

4. Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet (including sites and services offered by Creators). Criyo has no control over such sites and resources and Criyo is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Criyo will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties (including those between Customers and Creators) found while using the Service are between you and the third party, and you agree that Criyo is not liable for any loss or claim that you may have against any such third party.

5. Social Networking Services

You may enable or log in to the Service via various online third party services, such as social media and social networking services like Facebook or Twitter ("Social Networking Services"). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Criyo's use, storage and disclosure of information related to you and your use of such services within Criyo (including your friend lists and the like), please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Criyo shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, Criyo is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Criyo is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Criyo enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

6. Indemnity and Release

You agree to release, indemnify and hold Criyo and its affiliates and their officers, employees, directors and agents (collectively, "Indemnitees") harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

7. Service Disclaimer

While we strive to provide the best platform for fitness and creative professionals, you acknowledge and agree that:

YOUR USE OF Criyo.VIP IS AT YOUR OWN RISK. WE PROVIDE THE PLATFORM "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Criyo MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

THE PLATFORM'S SUITABILITY FOR YOUR SPECIFIC BUSINESS NEEDS

UNINTERRUPTED ACCESS TO YOUR STOREFRONT OR SERVICES

ACCURACY OF USER-GENERATED CONTENT OR ATHLETIC PROGRAMS

SUCCESS OF YOUR ATHLETIC BUSINESS OR TRAINING PROGRAMS

EFFECTIVENESS OF ANY FITNESS CONTENT OR COACHING SERVICES

RELIABILITY OF USER INTERACTIONS OR TRANSACTIONS

QUALITY OF THIRD-PARTY INTEGRATIONS OR SERVICES

SPECIFICALLY, WE DO NOT WARRANT THAT:

Your storefront will generate any specific level of revenue or engagement

The platform will be error-free or always accessible

Your content will be delivered without interruption

Any technical issues will be resolved within a specific timeframe

The results of using our platform will meet your business expectations

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Criyo WILL NOT BE LIABLE FOR:

BUSINESS LOSSES

Lost profits or revenue

Missed business opportunities

Damage to professional reputation

Loss of customer relationships or followers

PLATFORM-RELATED ISSUES

Service interruptions or downtime

Technical problems with your storefront

Data loss or security breaches

Payment processing issues

Problems with third-party integrations

9. Termination

You agree that Criyo, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, including but not limited to Creator Content, for any reason, including, without limitation, for lack of use, violation of our community guidelines, or if Criyo believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service.

Any suspected fraudulent, abusive, or illegal activity, including but not limited to misrepresentation of athletic credentials, unauthorized resale of services, or violation of health and safety guidelines, may be grounds for immediate termination of your use of the Service and may be referred to appropriate law enforcement authorities.

Criyo may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and you acknowledge and agree that Criyo may immediately deactivate or delete your account and all related information, files, and Creator Content in your account and/or bar any further access to such files or the Service.

Further, you agree that Criyo will not be liable to you or any third party for any termination of your access to the Service, including any loss of income, followers, or business opportunities resulting from such termination. If you are a Creator, you acknowledge that termination may result in the immediate cancellation of any scheduled services or pending transactions, and you are responsible for communicating with your Customers regarding such cancellations.

10. User Disputes

Payment Disputes

For payment-related disputes involving transactions processed through our platform, Criyo will handle the dispute resolution process in accordance with our payment processor's (Stripe) policies and procedures. This includes:

Chargebacks and refund requests

Payment processing errors

Unauthorized transactions

Billing disputes

11. Your Privacy

At Criyo, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal information as outlined therein.

If you have any questions about these Terms of Service, concerns about violations, or need clarification about any aspect of our Service, our team is here to help. You can reach us at legal@criyo.co