SCD Terms of Use

Effective Date: September 05, 2025

Last Updated: September 24, 2025

This Terms of Use (“Terms of Use”) is a binding contract between you, an individual user (“you” or “your”) and SCD Project LLC dba SCD (“SCD,” “we,” “us” or “our”) governing your use of the software applications that SCD makes available for download (individually and collectively, the “App”), the related website located at and any other online properties owned or controlled by or on behalf of SCD (collectively with the App, the “Service”). BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IN ADDITION, WHEN VISITING OR USING CERTAIN SERVICE FEATURES, YOU MAY BE SUBJECT TO ADDITIONAL POSTED AGREEMENTS, GUIDELINES, RULES OR TERMS OF SERVICE. ALL SUCH AGREEMENTS, GUIDELINES, RULES, OR TERMS OF SERVICE, AS THEY MAY BE AMENDED BY SCD FROM TIME TO TIME IN ITS SOLE DISCRETION, ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS OF USE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE PERIODICALLY AND, IF AT ANY TIME, YOU FIND THESE TERMS OF USE UNACCEPTABLE OR YOU DO NOT HAVE AUTHORITY TO AGREE OR ACCEPT THESE TERMS OF USE, YOU MAY NOT USE THE SERVICE.

THE SERVICE CONTAINS FITNESS AND HEALTH ORIENTED INFORMATION, PRODUCTS AND SERVICES. AS SUCH, EVERYONE, REGARDLESS OF THE SHAPE THEY ARE IN, SHOULD CONSULT A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER BEFORE STARTING OR MODIFYING ANY EXERCISE PROGRAM. A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER CAN HELP DETERMINE WHAT TYPE OF EXERCISE, THE FREQUENCY, AND THE INTENSITY THAT IS APPROPRIATE FOR EACH INDIVIDUAL. OF COURSE, ALWAYS USE COMMON SENSE WHEN EXERCISING. STOP EXERCISING IMMEDIATELY IF YOU EXPERIENCE SHORTNESS OF BREATH, DIZZINESS, DISCOMFORT OR PAIN.

IT IS YOUR SOLE RESPONSIBILITY TO USE THE SERVICE PRUDENTLY, TO VISUALLY VERIFY STREETS, ROADS, ROAD SIGNS AND DIRECTIONS, TO AT ALL TIMES REMAIN AWARE OF YOUR SURROUNDINGS, TO BE ATTENTIVE FOR POTENTIALLY UNFORESEEN OBSTACLES, TO NOT BECOME DISTRACTED WHILE USING THE SERVICE, TO ENSURE THAT THE VOLUME ON THE DEVICE USED WITH THE SERVICE IS NOT RAISED TO SUCH A LEVEL THAT IT BLOCKS OUT YOUR SURROUNDINGS OR DAMAGES YOUR HEARING.

Material Terms: As provided in greater detail in these Terms of Use (and without limiting the express language of these Terms of Use), you acknowledge the following:

The Service is licensed, not sold, to you, and you may use the Service only as set forth in these Terms of Use.

SCD operates a commission-based model. There are no subscriptions or recurring membership payments. All purchases are individual transactions; SCD deducts a commission from each sale and resale.

By submitting any content (including videos, photographs, etc.) to the Service, you (whether as a User, Trainer, or Coach) irrevocably assign all rights, title, and interest in such content to SCD.

You may resell purchased content strictly through Service mechanisms, subject to SCD’s commission and policies.

You consent to the collection, use, and disclosure of your personal information in accordance with SCD's Privacy Policy.

We provide the Service "as is" without warranties; SCD's liability is limited.

Disputes arising between you and SCD will be resolved by binding arbitration.

Important Notice for Residents Outside the USA:

Nothing in these Terms of Use will exclude, restrict, or modify any mandatory consumer rights that you have under the laws of your country of residence. If any provision of these Terms conflicts with such rights, the provision will be deemed modified, but only to the extent necessary to ensure compliance with such laws.

1. General Terms and Conditions.

a. Changes to these Terms of Use. You understand and agree that we may change these Terms of Use at any time without prior notice. The revised Terms of Use will become effective at the time of posting unless specified otherwise. Any use of the Service after the effective date will constitute your acceptance of such revised Terms of Use. If you find any change to these Terms of Use or the Service unacceptable, then your sole remedy is to stop accessing, browsing, and otherwise using the Service.

b. Privacy Policy. Your access to and use of the Service is also subject to SCD’s Privacy Policy, the terms and conditions of which are incorporated herein by reference. Our Privacy Policy describes how we collect, use, and protect your information in accordance with applicable data protection laws, including, where applicable, the General Data Protection Regulation (GDPR), United Kingdom Data Protection Act, and other relevant local regulations.

c. Jurisdictional Issues. The Service is controlled and operated by SCD Project LLC, a legal entity registered in the Republic of Georgia at Georgia, City Tbilisi, Saburtalo District, Tashkenti Lane, N9. SCD operates the Service for users worldwide. SCD makes no representation that materials on the Service are appropriate, lawful, or available for use in any locations other than the United States of America. Those who choose to access or use the Service from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

d. Eligibility. The Service is not for persons under the age of 13 (or under 16 for individuals in the European Union) or for any users previously suspended or removed from the Service by SCD. IF YOU ARE UNDER 13 YEARS OF AGE (or under 16 in the EU), YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By accessing or using the Service, you affirm that either you are at least 13 years of age or you have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age.

2. The Service.

a. Description. The Service provides you with the opportunity to take workout classes (each, a “Class”) and receiving coaching from trainers solely for your personal use. Classes are available for a variety of skill levels, for a variety of activities, and for varying durations. Not all classes will be available in perpetuity and Classes are subject to change at any time with or without notice and without any liability to you. The information provided by the Service is not a substitute for professional medical advice or a medical exam. The Service offers exercise training routines and techniques (“Training Programs”) designed for healthy individuals. A physician or other qualified health care provider can help determine what type of exercise, the frequency, and the intensity that is appropriate for each individual. Prior to beginning or modifying any exercise program or Training Programs and/or if you suffer from any pre-existing medical conditions, use any medical devices (such as a pacemaker or hearing aid) or are pregnant, you should seek the advice of your physician or other qualified healthcare professional to determine if you are healthy enough to exercise, if the Training Program you selected is appropriate for you and to provide ongoing monitoring of your health. You agree that no information provided by the Service will be used to diagnose, treat, cure or prevent any medical condition without consulting a licensed physician. Always remain hydrated while exercising and do not rely on the Service to inform you when to drink. USE OF OR RELIANCE ON ANY OF THE TRAINING PROGRAMS, TECHNIQUES, IDEAS, AND SUGGESTIONS ACCESSED THROUGH THE SERVICE IS AT YOUR SOLE DISCRETION AND RISK. SCD EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH YOUR USE OF THE TRAINING PROGRAMS.

b. Mobile Services. The Service will be accessible via a mobile phone, tablet, or any other smart or wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you.

3. Registration.

a. Log-In Credentials. While you may always browse the public-facing portions of the Service without registering with us, in order to enjoy the full benefits of the Service, you must download the App and register an account with us (an “Account”).

b. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You may not share the credentials for your Account with any third party. You agree to notify SCD immediately at if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. SCD will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying SCD of such unauthorized use or loss of your credentials.

c. Accuracy of Information. When creating an Account, you will provide true, accurate, current, and complete information to SCD. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of these Terms of Use, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of SCD, or violate any applicable laws or regulations. If messages sent to the email address you provide are returned as undeliverable, then SCD may terminate your Account immediately without notice and without any liability.

4. Payments, Payouts, and Fees.

a. Transactional Payments Only. Users purchase access to specific content (workouts, trainings, etc.) using the Service on a per-transaction basis. SCD does not operate a subscription or membership fee model.

b. Sale and Resale; SCD’s Commission. All sales and permitted resales of content occur solely through SCD’s platform and are processed by SCD or SCD’s third-party payment providers. SCD will deduct a commission (the rate of which is specified at the point of sale or resale) from the gross proceeds of each transaction. Users and trainers receive the net proceeds, less such commission and any applicable taxes, processing, or regulatory fees.

c. Payouts to Coaches/Content Creators. Coaches and Trainers are eligible to receive payouts corresponding to Net Proceeds from each completed transaction, subject to SCD’s compliance and verification criteria. Payouts are processed only after successful payment confirmation and completion of all required legal/compliance steps.

d. Refund Policy. Payments are generally non-refundable except as required by applicable law or expressly permitted by SCD's written refund policy, which may be updated from time to time. If you are a consumer residing in the European Union, United Kingdom, or another jurisdiction with statutory cooling-off rights, you may have the right to withdraw from certain digital content purchases within 14 days of purchase, subject to the limitations provided by applicable law.

5. User Sale, Resale, and SCD Commission

a. Commission-Based Model. SCD operates a commission-based platform. By uploading, listing, or selling content via the Service, you acknowledge and accept that SCD will, for each sale or resale transaction, deduct a specified commission (as displayed at the time of transaction) from the purchase price. The remainder (“Net Proceeds”) will be remitted to the content seller, subject to applicable fees and legal compliance.

b. Platform-Based Resale Only. Users may resell purchased content solely via SCD’s Service by means of tools/processes provided within the Service. No resale is permitted except through the Service. SCD’s commission applies to all resales.

c. SCD Discretion. SCD may set, change, or discontinue its commission rates, payment timing, or the Resale feature at its sole discretion. SCD may prohibit, suspend, or reverse any transaction for compliance, fraud protection, or violation of these Terms.

6. Intellectual Property Rights.

a. License. Subject to your complete and ongoing compliance with these Terms of Use, SCD hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for your personal, non-commercial use. SCD reserves all rights not expressly granted to you.

b. Content. Except for User Content (as re-defined below), all content that SCD provides via the Service, including any workout class materials, is the property of SCD or its licensors. You may not copy, reproduce, upload, republish, broadcast, transmit, retransmit, Post, modify, create derivative works of, publicly perform, publicly display, use for commercial purpose or distribute any materials from the Service without prior express written permission of the owner of such material or as permitted by the Service’s intended functionalities. Your use of SCD Content must be in compliance with applicable law. SCD reserves all rights on the part of its licensors; users are not permitted to infringe the rights of the copyright owners of the sound recordings included on the Service or any musical works embodied therein (collectively “Music”). Classes are offered for individual use only by a single user per Account and users are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for the Music used with any Classes. The unauthorized reproduction or distribution of the Music is expressly prohibited any may violated applicable law and subject you to liability for copyright infringement.

c. Marks. SCD trademarks, service marks, and logos (the “SCD Trademarks”) used and displayed on the Service are SCD’s registered and unregistered trademarks or service marks. You may not use any Trademarks as part of a link to or from the Service without SCD’s prior express written consent. You may not remove any Trademarks identifying the ownership or origin of any SCD Content. All goodwill generated from the use of any SCD Trademark will inure solely to SCD’s benefit.

7. User and Trainer Content; Assignment of Rights.

a. Definition. “User Content” means any content (including but not limited to videos, photographs, training plans, comments, audio, or other materials) submitted, uploaded, posted, or transmitted via the Service by Users, Coaches, or Trainers, and excludes SCD Content.

b. Irrevocable Assignment. To the extent permitted by law, each time you, as a User or Trainer/Coach, upload or submit any video, photograph, audio, text, or other content ("Submitted Content") to the Service, you expressly and irrevocably assign, transfer, and convey to SCD Project LLC ("SCD") all right, title, and interest, including all copyrights and related intellectual property rights and moral rights (if applicable), in and to that Submitted Content, effective immediately upon submission. If, under the laws of your jurisdiction, you retain any non-assignable rights in any Submitted Content, you grant SCD an unlimited, perpetual, royalty-free, worldwide, sublicensable, and irrevocable license to use, reproduce, distribute, publicly perform, publicly display, modify, create derivative works, and otherwise exploit such content in any manner.

If you are under the age of majority in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms of Use and any submissions you make.

c. Additional License; Use of Name and Likeness. You further grant SCD an irrevocable, worldwide, royalty-free, sublicensable right and license to use, display, and publish your name, image, likeness, and biographical or profile information, as incorporated in User Content, for all purposes connected with the Service, including marketing and promotion.

d. Representations and Warranties. You represent and warrant that you possess all necessary authority and rights to assign Submitted Content to SCD and that submission does not infringe or violate any third party rights or applicable law.

e. Screening and Removal. SCD is not required to pre-screen User Content, but may review, reject, remove, or modify at any time, for any reason, any User Content submitted via the Service.

f. Objectionable Content. You shall not submit User Content that is illegal, infringing, defamatory, obscene, abusive, or otherwise objectionable or prohibited by law or these Terms. SCD reserves the right to take any action regarding such content, including legal recourse, account suspension, or removal, at its sole discretion.

8. Content Moderation and User Reporting.

You are responsible for any content (including text, images, videos, and other materials) you upload, post, or share within the Service. You agree not to submit any content that is abusive, offensive, illegal, defamatory, or otherwise objectionable.

We reserve the right to monitor, review, and remove any user-generated content that violates these Terms of Use or is otherwise deemed objectionable at our sole discretion. Users can report inappropriate or objectionable content through the “Report” feature accessible within the app. The Service also allows users to block other users to prevent further communication or interaction.

Reported content will be reviewed by our moderation team. We will take appropriate action, which may include removing the content and/or suspending or terminating accounts involved in violations. We strive to process all reports and take necessary actions within 24 hours of receipt.

9. Restrictions on Use of the Service.

a. In addition to any other restrictions set forth in these Terms of Use, and without limiting those restrictions, when using the Service, you agree not to: make unauthorized copies or derivative works of any content made available on or through the Service (including making more than one copy on any devices owned, controlled or in possession of any User and only as permitted by the functionality of the Service); use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; attempt to decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Service; delete or alter any material SCD or any other person or entity Posts on the Service; frame or link to any of the materials or information available on the Service; alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available; use any trademarks, service marks, design marks, logos, photographs, or other content belonging to SCD or obtained from the Service; provide any false personal information to SCD; create a new account with SCD, without SCD’s express written consent, if SCD has previously disabled an account of yours; solicit or collect personal information from other Users; disclose personal information about a third person on the Service or obtained from the Service without the consent of that person; use the Service to send emails or other communications to persons who have requested that you not send them communications; use the Service, without SCD’s express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming; or violate any applicable federal, state, or local laws or regulations or the terms of these Terms of Use.

10. External Sites.

The Service may contain links to, or the ability to share information with, third party websites (“External Sites”). SCD does not endorse any External Sites or the content made available on such External Sites. SCD is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You agree that SCD will have no liability to you arising from your use, engagement, exposure to, or interaction with any External Sites.

11. Feedback.

While we are continually working to develop and evaluate our own product ideas and features, we welcome your feedback, comments, and suggestions. If you choose to contribute by sending SCD any ideas (“Feedback”), then regardless of what your accompanying communication may say, the following terms will apply. Accordingly, by sending Feedback to SCD, you agree that: a. SCD has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; b. Feedback is provided on a non-confidential basis, and SCD is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and c. You irrevocably grant SCD perpetual and unlimited permission to Use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

12. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.

a. Respect of Third Party Rights. SCD respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same.

b. Repeat Infringer Policy. SCD’s intellectual property policy is to (i) remove or disable access to material that SCD believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (ii) remove any User Content uploaded to the Service by “repeat infringers.” SCD considers a “repeat infringer” to be any user that has uploaded User Content or Feedback to or through the Service and for whom SCD has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. SCD has discretion, however, to terminate the Account of any user after receipt of a single notification of claimed infringement or upon SCD’s own determination.

c. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by SCD with the user alleged to have infringed a right you own or control, and you hereby consent to SCD making such disclosure. Your communication must include substantially the following: i. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed; ii. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works; iii. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SCD to locate the material; iv. Information reasonably sufficient to permit SCD to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; v. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

d. Designated Agent Contact Information. SCD’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:

Via E-mail: [email protected]

Via Mail: SCD Project LLC - Georgia, City Tbilisi, Saburtalo District, Tashkenti Lane, N9

e. Counter Notification. If you receive a notification from SCD that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide SCD with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to SCD’s Designated Agent through one of the methods identified in Section 10.d and include substantially the following information: i. A physical or electronic signature of the subscriber; ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and iv. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, then for any judicial district in which SCD may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10.d above or an agent of such person.

f. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to SCD in response to a Notification of Claimed Infringement, then SCD will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that SCD will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and SCD will replace the removed User Content or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless SCD’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on SCD’s system or network.

g. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [SCD] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).

SCD reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

13. Dispute Resolution.

a. General. To the extent permitted by applicable law, you and SCD agree that any dispute arising out of or in any way related to these Terms of Use or your use of the App, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use, will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND SCD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

b. Exceptions. Notwithstanding Section 11.a above, nothing in these Terms of Usewill be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

c. Arbitrator. Any arbitration between you and SCD will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this EULA, and will be administered by the AAA. The AAA Rules and filing forms are available online at . The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by Mail (“Notice”). SCD’s address for Notice is: SCD SCD Project LLC, Georgia, City Tbilisi, Saburtalo District, Tashkenti Lane, N9 Attn: CFO. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or SCD may commence an arbitration proceeding.

e. No Class Actions. YOU AND SCD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SCD agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

f. Modifications to this Arbitration Provision. Except as otherwise provided in these Terms of Use, if SCD makes any future change to this arbitration provision, other than a change to SCD’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to SCD’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and SCD.

g. Enforceability. If Section 11.f above is found to be unenforceable or if the entirety of this Section

h. Notwithstanding the foregoing, nothing in these Terms will limit your statutory rights to bring claims in your local courts or to seek remedies under local consumer protection laws where such rights cannot be waived by contract.

14. Physical Activity Disclaimer.

If you have any medical conditions or are thinking about starting an exercise program or engaging in strenuous or unusual physical activity, you should consult your doctor first. Without limitation of any other terms in these Terms of Use, we do not make any representations or warranties that the app is intended to and/or does diagnose, treat, cure, or prevent any allergies or other medical disorders or conditions, and you hereby acknowledge this disclaimer and that we are not engaged in providing you with a medical device, medical advice and/or healthcare services by providing you with access to the app. We are not responsible in any way for any health problems or injuries, including, without limitation, incapacity or death, which may result from or be related to your use of or inability to use the App.

15. Limitation of Liability and Disclaimer of Warranties.

a. SCD, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “SCD PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE. THE SCD PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO ANY USER, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.

b. THE SCD PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO SCD PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

c. THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE SCD PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

d. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY SCD PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SCD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCD’S LIABILITY, AND THE LIABILITY OF ANY OTHER SCD PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE FEES YOU HAVE PAID US AND U.S. $100.

e. THE LIMITATIONS IN THIS SECTION DO NOT APPLY WHERE PROHIBITED BY LOCAL LAW.

16. Third Party Disputes.

a. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the service, including, by way of example and not limitation, any carrier, copyright owner, or other user, is directly between you and such third party, and you irrevocably release the SCD parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

b. The owners of any content licensed to SCD for use on the Service are intended beneficiaries of these Terms of Use and shall have the right to enforce these Terms of Use against you for any unauthorized use of their content in any court of competent jurisdiction. The provisions of Section 11 do not apply to any dispute between you and a third party licensor of content to SCD.

17. Indemnification.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the SCD Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms of Use; (b) your access to, use, or misuse of SCD Content or the Service; or (c) your User Content. SCD will provide notice to you of any such claim, suit, or proceeding. SCD reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting SCD’s defense of such matter at your expense.

18. Term and Termination.

a. Term. As between you and SCD, the Term of these Terms of Use commences as of your first use of the Service and continues until the termination of these Terms of Use by either you or SCD.

b. Termination. You may terminate these Terms of Use by sending written notification to SCD at , deleting the App from your mobile device, and terminating all other uses of the Service. SCD reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of these Terms of Use. SCD may further terminate these Terms of Use for any other reason upon ten (10) days’ notice to you using the email address associated with your account credentials. SCD reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.

c. Sections 1, 3.b, 5.b, 5.c, 6.d, 6.e, 6.f, 7, 9 – 11, 15, and 17-20 and all defined terms used therein will survive the termination of these Terms of Use indefinitely.

19. Consent to Electronic Communications.

By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices.

20. Miscellaneous.

These Terms of Use and any dispute, claim, or controversy arising out of or relating to the Service are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. Notwithstanding the foregoing, if you are a consumer residing in a country with laws that require consumer contracts to be governed by the laws of your country of residence, then that law may apply in accordance with such requirements. You agree to the exclusive jurisdiction of, and venue in, the state or federal courts located in Delaware, USA, for any dispute not subject to arbitration under these Terms, except where applicable mandatory law prohibits such restrictions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SCD as a result of these Terms of Use. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied, or other relationship is created between you and SCD other than pursuant to these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. Failure of SCD to act on or enforce any provision of these Terms of Use will not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver will be effective against SCD unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by SCD and you, these Terms of Use constitute the entire agreement between you and SCD with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. These Terms of Use will inure to the benefit of our successors and assigns. You may not assign these Terms of Use or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of SCD. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App and any SCD Content from your device prior to such disposition. SCD may assign these Terms of Use, including all its rights hereunder, without restriction.

21. Contact Us.

You may contact us by mail at
SCD Project LLC, Georgia, City Tbilisi, Saburtalo District, Tashkenti Lane, N9
or by email at [email protected]

22. Open Source Software.

The App contains certain open source software. Each item of open source software is subject to its own applicable license terms.

NOTICE REGARDING APPLE. You acknowledge that these Terms of Use is between you and SCD only, not with Apple, and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary of these Terms of Use. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If SCD provides a translation of the English language version of these Terms of Use, the translation is provided solely for convenience, and the English version will prevail.