Terms of Service

Last Updated January 18, 2024

Site Terms of Service

This Site Terms of Service Agreement (“Terms”) governs your use of the Formero marketplace platform offered by Formero, LLC, (“we”, “us”, or “Formero”), including our website (formero.io), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site.

These Terms apply to users of, including visitors to, our Site. Your use of our Site as a Coach User (defined below) is governed by the Coach Terms of Service. (“Coach Terms”).

The Site is not intended for use by individuals or businesses in the European Economic Area.

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

Formero Marketplace

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

Formero Review Videos

Through our Site, you may obtain personalized videos (“Formero Review”) from coaches, including pro athletes, influencers, and others (each, a “Coach User”). You may submit a request to a Coach User for a Formero Review Video that is personalized for you or a third-party that you identify as a recipient (“Recipient”).
You acknowledge and agree that the Coach User has sole discretion to determine how to fulfill your request and the content of the Formero Review Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Coach User has up to seven days or longer (at our sole discretion) to fulfill or decline your request. Coach Users may offer the option to request a Formero Review Video for fulfillment within a shorter timeframe, such as 24 hours. If such a request is not fulfilled within the described timeframe, Formero may in its sole discretion either (i) issue a refund or credit for the entire booking or (ii) convert the booking to a standard Formero Review Video request and issue a refund or credit for the difference in cost between the original booking and the cost of a standard Formero Review Video request for the Coach User. Refunds or credits associated with such bookings will be handled as described in Section 7 (Fees and Payment).
Formero Review Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual Formero Review Video itself.
Subject to your payment in full, the Coach User hereby grants to you the following limited rights to use the Formero Review Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Formero Review Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
You may not sell, resell, commercialize, or encumber your rights in any Formero Offering, including creating a non-fungible token (“NFT”) from any Formero Offering except as agreed by Formero in advance in writing. You may sublicense your rights in a Formero Review Video only to the extent necessary for you to use the Formero Review Video as permitted under these Terms (for example, sharing it with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).
You may use a Formero Review Video only in accordance with these Terms. We reserve the right to remove a Formero Review Video from our Site at any time for any reason without any notice to you.

Acknowledgment

You acknowledge and agree that:

Formero will not be liable or responsible for any Formero Review Video or other offering requested by you or any Submission (defined below) you make;
you have no expectation of privacy with respect to any Formero Review Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third-party;
the watermark on each Formero Review Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Formero Review Video or assist or encourage any third-party to do so; you further agree not to edit, change, modify, or create any derivative work of a Formero Review Video or assist or encourage any third-party to do so;
if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any Formero Review Video, or other offering under these Terms, terminates and you must: promptly remove all copies of any Formero Review Video, or other offering, in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Coach User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Formero’s sole discretion, including terminating your license to use any Formero Review Video or other offering under these Terms and requiring you to take the actions outlined in Item 4.

Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

Eligibility

Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site.
Eligibility Representations and Warranties: You represent and warrant that:

you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
you are not a convicted sex offender.

Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) 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 (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Formero are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Formero products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

You will not use the Site or any Formero product or service to promote or solicit contributions on behalf of your candidacy for public office, the candidacy of another person seeking public office, any political party or political committee, or any other person or organization promoting or soliciting contributions on behalf of any candidate for public office or political party.

Fees and Payment

Fees: The fee for a Formero Review Video or other offering is specified on the Coach User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD. From time to time, Formero may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.
Payment: You may request a Formero Review Video by using a valid payment card through the applicable third-party payment provider (for our apps for iOS, and Android, Apple and Android’s in-app payment mechanisms; for our website, the payment provider we select). You must provide the third-party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that Formero does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a Formero Review Video and no refunds will be issued.

You will be charged at the time of booking or purchase for all amounts associated with your transaction. If your Formero Review Video request is canceled or not fulfilled, your payment instrument will be refunded.
In addition, if the Formero Review Video or other offering permits, you may choose to designate an additional amount as a “tip”. You acknowledge that Formero does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least US $5.00. You agree to pay any amount you authorize as a tip; a tip is not refundable.

Formero reserves the right (but is under no obligation) to cancel your request for any Formero Review Video or other offering if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. Formero also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
Portion of Payment to Coach: Any payment for a Formero Review Video or any other offering, feature, or service on our Site, such as a tip, will be divided between Formero and Coach as provided for in the Coach Terms of Service.
Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at info@formero.io. We have the sole discretion to determine how billing disputes between us will be resolved.
Taxes: If your purchase obligates Formero to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, Formero will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to Formero, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify Formero for any liability or expense Formero may incur in connection with the payment of Sales Taxes on your purchases. At Formero’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from Formero (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).

Ownership

You acknowledge and agree that each Formero Review Video or other offering from a Coach User is owned by the Coach User who created it.
We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Formero Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Formero Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of the Formero Content, Marks, HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.
You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, audio, or otherwise) that you make or send to any Coach User, including information concerning any Recipient; and (ii) any submission that you make to Formero, whether through our Site, a social media platform, third-party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Formero will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
Formero desires to avoid the possibility of future misunderstandings if a project developed by any Formero Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Formero has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Formero a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

Copyright and Intellectual Property Policy

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:

your address, telephone number, and email address;
a description of the work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

info@formero.io

‍If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

Third-Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third-party content, that is completely independent of Formero, including Formero Review Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of Formero Review Videos and other offerings that allow interactions with third parties, including between Users, on Formero are the sole responsibility of the people involved in those interactions. Formero is not responsible for the content of the interactions you may have with third parties through Formero Review Videos or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Coach User except as expressly permitted through our Site. You also agree that Formero may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Formero if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each Formero Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “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”.

Links

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

Changes to Our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Formero team at info@formero.io. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

Indemnification

You agree to indemnify, defend, and hold harmless Formero and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “Formero Party,” and collectively, “Formero Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. Formero may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

Disclaimers and Limitations on Liability

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Formero Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade, and in no event shall the authors or copyright holders of the Site or its components or software be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with the Site, its use, or other dealings in associated components or software.
In particular, the Formero Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the Formero Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Formero Review Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Formero Review Video, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Formero is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Formero Party with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Formero Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Formero has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Formero from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Formero and you.

Arbitration Agreement and Waiver of Certain Rights

Arbitration: You and Formero agree to resolve any disputes between you and Formero through binding and final arbitration instead of through court proceedings. You and Formero each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Formero relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Formero will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
No Preclusions: This arbitration agreement does not preclude you or Formero from seeking action by federal, state, or local government agencies. You and Formero each also have the right to bring any qualifying Claim in small claims court. In addition, you and Formero each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
No Class Representative or Private Attorney General: You and Formero each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Formero). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
Severability/No Waiver/Survival: If any provision of this Section is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section will continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section will survive the termination of your relationship with Formero.
30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Formero, LLC, 5900 Balcones Drive STE 100, Austin, TX 78731. Your notice must include your name and address, any usernames, each email address you have used to submit your Formero Review Video requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
LIMITATIONS: This Section limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Formero would have in court may not be available in arbitration.

Other Provisions

Force Majeure: Under no circumstances will any Formero Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Formero Party.
Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Houston, Texas. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by Formero to enforce any right or provision of these Terms will not prevent Formero from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: Formero may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

Changes to These Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section “Additional Terms” of the Site Terms of Service (“Site Terms”)). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Text Messaging and Disclosures

Last Updated January 18, 2024

If you sign-up to receive text messages from Formero, you agree to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages from Formero, such as cart reminders, to the mobile telephone number you provided when signing up or any other number that you designate. This includes text messages that may be sent using an automatic telephone dialing system. Consent to receive automated marketing text messages is not a condition of any purchase. Message and Data rates may apply.

Message frequency may vary. Formero reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Formero also reserves the right to change the short code or phone number from which messages are sent.

Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Formero, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

By signing up for text messages, you also agree to our Privacy Policy.

Customer Care

If you are experiencing any problems, please email info@formero.io.

Formero Store and Merchandise

Last updated: January 19, 2024

These Additional Terms apply when you buy physical goods and other non-digital merchandise, (“Formero Merchandise”) at any online or brick-and-mortar Formero store, including pop-up Formero stores and events, subject to these terms (collectively, the “Formero Store”). Orders from the Formero Store may be fulfilled in whole or in part by any Formero affiliate, division, or subsidiary, by third parties such as Coach participating in the sale of Formero Merchandise, or by our service providers.

Prices and Payment.

You may purchase Formero Merchandise by paying in full using an applicable third-party payment provider we select as set forth in the Site Terms. You will be charged at the time of purchase.
The purchase price and other charges applied to your order, including applicable shipping, handling, service, transaction, or processing fees and taxes, will be displayed during checkout and on payment pages of the Formero Store, as well as your order confirmation email. You will be solely responsible for any customs fees, duties, or taxes incurred on your order after purchase.
Formero reserves the right to change prices for Formero Merchandise at any time and for any reason, including to correct inaccuracies. If we change the price before your order is shipped or we discover that there has been an error in the pricing of your order, we will contact you and give you the opportunity to: (i) confirm the order at the correct price; or (ii) cancel the order and we will refund the amount you paid. If we are unable to reach you, we will cancel your order and refund the amount you paid.

Placing Your Order. To place an order, you must accurately provide the information requested on the checkout and payment pages, which may include your name, email address, telephone number, and billing and delivery addresses. During or after the Formero checkout process, we or the applicable third-party payment provider may require additional information from you in order to process your order or your payment. Your order is an offer to buy the selected Formero Merchandise pursuant to these Additional Terms and is subject to acceptance by us.
Availability. Formero Merchandise is often unique, available in limited quantities, or made to order. We cannot guarantee that Formero Merchandise offered for sale on the Site will be available when you order it or afterwards. We may limit the amount of Formero Merchandise that you can purchase at any time, with or without notice, even after you have placed an order. Formero also reserves the rights to: (a) withdraw or discontinue Formero Merchandise at any time and for any reason; and (b) modify the Formero Merchandise offered for sale through the Formero Store, including the prices or specifications of such Formero Merchandise, and any description, advertising, or promotional materials relating thereto at any time, with or without notice. If item(s) you ordered are not available by the time your order is processed, we will notify you by email.
Confirmation. When you have completed the checkout process successfully, we may send you an acknowledgement to confirm that we have received your order. That acknowledgment does not guarantee that the Formero Merchandise you have ordered is available for purchase or signify Formero’s acceptance of your offer to buy the item(s). When we send you an order confirmation containing an order ID by email, that email signifies Formero’s acceptance of your offer to buy Formero Merchandise.
Errors and Inaccuracies. We try to present you with images and descriptions of Formero Merchandise that are accurate, up-to-date, and reliable. Sometimes there may be typographical errors, mistakes, or other inaccuracies. The images and descriptions of Formero Merchandise are examples only and the actual products may vary in color, size, proportion, and otherwise. The actual images, colors, and proportions you see depend on what device you use to browse the Formero Store, and that device may not display Formero Merchandise accurately.
Order Cancellation. Formero may, in its sole discretion, refuse or cancel any order at any time and for any reason, either in whole or in part, including when orders are submitted by resellers, dealers, and distributors. In the event that we cannot supply the Formero Merchandise after you placed an order, we may send you substitute item(s) to consider (which can be returned for a full refund under Section 8 below if you are not completely satisfied). If we cancel your order in full, we will either not charge you or refund the amount you paid (including all shipping fees, taxes, and other charges applied to the order). If we only cancel part of your order after your payment has been processed, we will refund the amount billed for the canceled item(s).
Shipping and Delivery.

We work hard to process and ship your order as quickly as possible. It may take ten business days or longer to ship your order when item(s) need to be made to order. Shipping options and any associated charges will be as provided on the checkout page and depend on a number of factors, including the shipping address, shipping method, and number and type of items included in the shipment. Some shipments may require a signature on delivery. If you specify a delivery address other than the billing address associated with your payment method, delivery to that address is at your own risk.
We ship to most countries, but there are legal and technical limitations that prevent us from shipping to any country listed here.
Formero takes great care to get your order to you undamaged. Title in the Formero Merchandise, as well as all risk of damage or loss, passes to you when the Formero Merchandise is delivered to the delivery address. Please check the Formero Merchandise in the presence of the carrier to verify the condition of your order. Formero will not be liable to you for any problems, issues, losses, damages, failures, defects, or delays in delivery if you provided incorrect information, used non-English language characters during checkout, or you did not accept the delivery (for example, your mailbox was full).

Returns, Exchanges, and Replacements.

We work hard to make sure that every purchase from the Formero Store creates a magical moment. If you aren’t completely happy with your purchase, please contact at info@formero.io within 30 days of the date of delivery.
The Return Process. We want you to be completely satisfied with your order from the Formero Store. If you are not completely satisfied with your unworn, unwashed, and unused order or prefer a different item, your order was lost or damaged during delivery, please let us know within the 30-day return period. We may in our sole discretion offer you a choice among the following options: (i) a replacement for the item(s) you ordered; (ii) a reasonable substitute item(s) for you to consider; (iii) credits you can use to make future purchases from the Formero Store; or (iv) a full refund of your purchase price for returned item(s). In order to process your request, we may ask for photographic or other evidence of the item(s) you received. While we may not require it in every case, we reserve the right to require you to return the original item(s) at your expense (and, as applicable, in its or their original, unworn, unwashed, unused, and undamaged form) before processing your request.

Acceptable Use Policy

Last Updated January 18, 2024

Your use of our Site (collectively, the Formero website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Coach Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any Formero Review Video, your Site account, our Site, and any Submission (if you are a Site user) or Coach Content (if you are a Coach User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

You represent and warrant that:

you will not use a false identity or provide any false or misleading information;
you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;
you will not use or authorize the use of any Formero Review Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Coach User, those set out in any other written agreement; and
you will not:

violate any law, regulation, or court order;
violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, threaten, or harm any third party;
impersonate any third party;
participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
use any means to scrape or crawl any part of our Site;
attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
access our Site to obtain information to build a similar or competitive website, application, or service;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any Formero Review Video includes use anywhere (on our Site or otherwise).

Investigations:
You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any Formero Review Video, Coach Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

Coach Terms of Service

Last Updated January 18, 2024

This Coach Terms of Service Agreement (“Terms”) governs your use as a coach user of the Formero marketplace platform offered by Formero, LLC (“we”, “us”, or “Formero”), including our website (formero.io), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Coach User” refer to you as a coach user of the Site.

These Terms apply solely to Coach Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as a Coach User is governed by the Site Terms of Service (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Coach User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Coach User.

Participation in the Formero Marketplace

Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

Coach User age 13 or older: Coach Users who are at least 13 years old may register directly. By registering, you represent and warrant that: (A) you are at least 13 years old (and, if between 13 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 13 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Coach User’s participation on our Site and will fully indemnify the Formero Parties (defined below) for any failure to do so.
Parent or Legal Guardian of Coach User, under age 13: Coach Users who are under 13 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Coach User and agrees to these Terms; (B) neither the parent or legal guardian nor the Coach User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Coach User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Coach User’s participation on our Site and will fully indemnify the Formero Parties for any failure to do so.
Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Coach User (“Affiliated Coach”). By registering, the Organization represents and warrants for itself and each Affiliated Coach that: (A) Organization is the authorized representative of the Affiliated Coach (and, if the Affiliated Coach is below the age of 18, is registering with any consent required of the Affiliated Coach’s parent or legal guardian as set forth above and agrees to these Terms; (B) neither the Organization nor the Affiliated Coach is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Coach, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Coach’s participation on our Site under these Terms and will fully indemnify the Formero Parties for any failure to do so. To register Affiliated Coach as an Organization, please contact info@formero.io.

Promotional Materials: At no cost to Formero, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the coach on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for Formero’s use to promote you on or in connection with our Site or on any social media platform or third-party website. Any other materials or photos of or concerning you that you approve for Formero’s use will also be Promotional Materials under these Terms.

Formero Review Videos

From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “Formero Review Video”) from you through our Site.

While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days or longer (at Formero’s sole discretion) to complete and upload the Formero Review Video. If you do not either: (i) accept the request and upload the Formero Review Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a Formero Review Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one Formero Review Video.
Formero retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled Formero Review Video request.
Each Formero Review Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any Formero Review Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each Formero Review Video, unless otherwise requested by the User; and (ii) you will not state in the Formero Review Video that the Formero Review Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Coach User. If you complete a Formero Review Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

Fees & Payment

Booking Fee: You set your own price for each Formero Review Video and any other offering you choose to make available through the Formero marketplace platform (e.g., form review videos)(each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to the price you set. In addition, the Booking Fee for each Formero Review Video must be at least US$5.00 (unless it is either US$0.00 or as otherwise agreed in writing by Formero). The Booking Fee excludes any service, transaction, or processing fees paid to Formero. You may not manipulate or alter your Booking Fee to create the false appearance that your offerings are discounted or on sale, or in any other manner that would be deceptive or misleading to consumers, as determined by Formero in its sole discretion.
Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section “Formero Review Videos”) and subject to these Terms, absent a separate agreement with you we will pay you 70% of the Booking Fee actually received by Formero for each Formero Review Video or other Formero product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 70% of the amount actually received by Formero after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount that is explicitly referred to as a “tip”, we will pay you 100% of any amount paid by a User via our Site as such a “tip” (after subtracting any Formero service fees and any payment to or deduction by the application platform). Any Sales Tax Formero collects will be remitted to the applicable tax authority and will not be included in the Booking Fee or tip.

Fees and Payment Representations and Warranties: You represent and warrant that Formero Review Videos are not, and are not intended to be, covered by any union or guild collective bargaining agreement, management, agency, or similar agreement, and there will be no residual or any other type of payment or contribution due from Formero to you, to any third-party related to you or on your behalf, to any union, guild, pension plan, health plan, management, agent, or other similar person or entity pursuant to any collective bargaining agreement, in connection with any Formero Review Video, payment from us to you, or our Site; (i) Formero is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (ii) Formero is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax Formero collects in relation to a purchase).
Payment: You agree to register with the third-party payment provider selected by Formero, which Formero may change in its sole discretion. You may not use a payment provider other than the one selected by Formero. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from Formero will be made via the payment provider. If available, you may transfer funds from your Formero account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, Formero will submit the payment request, for processing by the payment provider. In addition, Formero may, in its sole discretion: (i) transfer funds from your Formero account to your bank account, including in the case of account inactivity; and (ii) restrict or prohibit withdrawals in excess of any threshold chosen by Formero. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Formero will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that Formero does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect to any payment to or deduction by the application platform (as set forth in “Fees” section). Formero will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Formero. Unless otherwise agreed by Formero in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if Formero, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.

Coach Content

License Grant to Coach Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Formero Review Videos and Promotional Materials (collectively, “Coach Content”). When you upload, submit, store, send, transmit approve, or receive Coach Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of your Coach Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Coach Content may, in Formero’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Coach Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Coach Content. You further acknowledge and agree that Formero has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Formero as a result of any such advertising). Notwithstanding the foregoing, if you do not wish for Formero to use, reproduce, license, distribute, publicly perform, or publicly display your Coach Content or adaptions, modifications or derivative works thereof in paid advertising, you may opt out of such paid uses by notifying Formero in writing at info@formero.io using the email address associated with your account.
License Grant to Users:

For each Formero Review Video, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the Formero Review Video, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third-party websites and platforms).

Right to Remove Formero Review Videos of Other Offerings: You acknowledge and agree that we cannot restrict the use of your Formero Review Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third-party websites or platforms). If we do seek to remove a Formero Review Video of other offering from a social media channel or third-party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Coach Content, you hereby authorize Formero to act as your agent in order to submit any DMCA notice or other demand with respect to your Formero Review Videos or other offerings. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Formero Review Video for any reason.
Licenses: You may not sell, resell, commercialize, or encumber your rights in any Formero Review Video or other offering, including creating a non-fungible token (“NFT”) from any Formero Review Video or other offering except as agreed by Formero in writing. Please note that the licenses granted in this Section are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Coach Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section “Fees & Payment” above. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
Coach Content Representations and Warranties: You represent and warrant to Formero and the User that:

you own all rights in and to your Coach Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Coach Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;

your Coach Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
you will not post or make publicly available any Formero Review Video that the User has requested not be posted to your booking page;
you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.
you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
you will not edit, change, modify, or remove the watermark from any Formero Review Video or assist or encourage any third party to do so;
you will not ask us for permission or to assist you with the actions prohibited by this Section; and
except for a Formero Review Video that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any Formero Review Video unless asked by us to do so.

Treatment of Coach Content: Any Coach Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Coach Content, including any personal information included in that Coach Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Coach Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Coach Content. None of your Coach Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Coach Content.
Refusal and Removal of Coach Content: We may refuse to accept or transmit Coach Content for any reason without notice to you. We may remove Coach Content from our Site for any reason without notice to you.
Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your Formero Review Videos on our Site and that we not make any new public use of them. As noted in this Section, we have no obligation as to any use of your Formero Review Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third-party websites or platforms).
Third-Party Beneficiary: The User is an intended third-party beneficiary of this Section of these Terms, with full power and authority to enforce, in User’s own name, any rights granted to it or Formero pursuant to such Section.

Ownership

Other than Coach Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (individually, and collectively, “Formero Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Formero Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of Formero Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
Formero desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Formero has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to Formero a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in Coach Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Coach Content or Feedback.

Additional Terms

Eligibility

Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.
Eligibility Representations and Warranties: You represent and warrant that:

you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
you are not a convicted sex offender.

Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) 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 (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Formero are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Formero products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

Copyright and Intellectual Property Policy

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

your address, telephone number, and email address;
a description of the work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

Formero, LLC
5900 Balcones Drive STE 100
Austin, Texas 78731 Attention: Copyright Agent

info@formero.io

‍If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

Third-Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Formero, including Formero Review Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of Formero Review Videos and other offerings that allow interactions with third parties, including Users, on Formero are the sole responsibility of the people involved in those interactions. Formero is not responsible for the content of the interactions you may have with third parties through Formero Review Videos or other offerings. However, Formero may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with Formero if it does so. You acknowledge and agree that Formero will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each Formero Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: 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.

Business Relationship with Formero

You and Formero agree and declare you and Formero are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that neither you nor Formero is a joint venturer, franchisee, partner, agent, employer, or employee of the other party, and you will not represent yourself or Formero as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
You represent and warrant that as between Formero and you (whether a Coach User, parent or legal guardian of a Coach User, an Organization, Affiliated Coach, Formero Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
You will use your own equipment to perform your obligations under these Terms.
You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
Your relationship with Formero is non-exclusive, meaning that you may provide similar services to third parties, including Formero’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

Changes to Our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Termination and Reservation of Rights

Disclaimers and Limitations on our Liability

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Formero Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade, and in no event shall the authors or copyright holders of the Site or its components or software be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with the Site, its use, or other dealings in associated components or software.
In particular, the Formero Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the Formero Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Formero Review Video, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Formero is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Formero Party with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Formero Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Formero has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Formero from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Formero and you.

Indemnification

You agree to indemnify, defend, and hold harmless Formero and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “Formero Party, “ and collectively, “Formero Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Coach; (f) any Charity; (g) your status as a parent or legal guardian of a Coach User; (h) Coach Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section “Eligibility”; or (k) your participation in the Referral Program. Formero may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

Arbitration Agreement and Waiver of Certain Rights

Arbitration: You and Formero agree to resolve any disputes between you and Formero through binding and final arbitration instead of through court proceedings. You and Formero each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Formero relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Formero will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
No Preclusions: This arbitration agreement does not preclude you or Formero from seeking action by federal, state, or local government agencies. You and Formero each also have the right to bring any qualifying Claim in small claims court. In addition, you and Formero each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
No Class Representative or Private Attorney General: Each of you and Formero agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Formero). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
Severability/No Waiver/Survival: If any provision of this Section is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section will continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section will survive the termination of your relationship with Formero.
30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Formero LLC, 5900 Balcones Drive STE 100, Austin, TX 78731. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
LIMITATIONS: This Section limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Formero would have in court may not be available in arbitration.

Other Provisions

Force Majeure: Under no circumstances will any Formero Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Formero Party.
Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Houston, Texas. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by Formero to enforce any right or provision of these Terms will not prevent Formero from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: Formero may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.