This Terms of Sale Agreement (the “Agreement”) is a legal agreement between you (either an individual or a single entity) and RULIFES LLC., a Puerto Rico company located at RULIFES LLC, 2265 Loiza St. (“Rulifes,” “we” or “us” or “our”), and sets forth the terms and conditions under which Rulifes is willing to sell to you (“you” or “your”) via certain of Rulifes’s website or phisical stores, fitness equipment and related products, multimedia products, and/or services such as personal training services. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING ANY PRODUCT(S) AND/OR SERVICE(S). BY PURCHASING OR ORDERING A PRODUCT OR SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, PLEASE DO NOT COMPLETE YOUR ORDER.

This Agreement together with the Terms of Use for the Sites and the Rulifes Privacy Policy, represents the entire agreement between you and Rulifes, and it supersedes any prior proposal, representation, or understanding between the parties specifically regarding the subject matter hereof.

Products. Rulifes offers for sale cardiovascular and other fitness equipment for both individual and Professional Use (defined below), including without limitation products in the Home Wellness, Still Novo and used lines of products; multimedia content including without limitation remote personal training services; and in-person and/or in-home personal training services (collectively, the “Products”).

Product Descriptions. Rulifes attempts to be as accurate as possible in describing the Products. However, Rulifes does not warrant that Product descriptions or other content of the Sites is accurate, complete, reliable, current, or error-free. If you purchase a Product from Rulifes and find that it is not as described on the Sites, your sole remedy is to return it in unused condition as provided below.

You may purchase Products on the store or through the Sites by submitting a Purchase Order to Rulifes and paying the applicable purchase price for the Products as set forth below.

Prices. Unless otherwise noted, all monetary amounts listed are in US Dollars. The price(s) displayed for Products on the Sites represents the full retail price listed on the Product itself. They do not include delivery, installation or tax each of which is calculated separately and added to the total price when you place your order.

Shipping and Handling. The prices displayed on the Sites do not include the cost of packing, transportation, or shipping. These are calculated prior to completing your purchase and quoted in a separate line called “Shipping”.

Taxes. The prices do not include sales, use and excise taxes, tariffs, customs, duties and other governmental charges. If due at the time of sale, these will be calculated on a case-by-case basis prior to completing your purchase and quoted in a separate line called “Taxes”.

You are responsible for paying the total purchase price including shipping costs, installation (as applicable) and all applicable taxes. .

Method of Payment. You may pay for the Products by bank credit transfer, wire transfer, credit card or other electronic methods approved by Rulifes. If requested at the time of purchase and approved by Rulifes, you may also pay for the Products by check.

Terms of Payment. You must pay the full purchase price when you place your order. No orders will be processed or shipped until payment is received in full. If you dispute or decline your payment we reserve the right to immediately cancel your order.

With the signature of the quotation or estimate you accept the order and all orders are final. Please review carefully previous to sign.

Customized, special orders, and clearance Products: You may not cancel any customized orders, orders for clearance products or special orders or a purchase of multimedia content after it has been downloaded.

Shipment. We will contact you to arrange shipment dates. Rulifes will devote good faith efforts to deliver the Products by the agreed delivery date. However, shipment dates are approximate and they are NOT guaranteed and such dates are not the essence of any order. You waive all claims for damages due to delay in delivery of the Products which is beyond the control of Rulifes. Rulifes shall have the right to deliver Products in one or multiple shipments. All shipping is FCA place of shipment (Incoterms 2010). Should shipment be held beyond the scheduled date at your request, Rulifes may charge Customer for all expenses incident to such delay, include but not limited to storage of the Products.

Delivery. Rulifes shall use good faith efforts to deliver the Products to the designated location specified by you at the time of purchase. Title to Products passes from Rulifes to you upon shipment from Rulifes’s facility (or, if applicable, the third party manufacturer’s facility) or, if earlier, upon delivery by the Rulifes to you.

Delivery Date. Rulifes will use commercially reasonable means to avoid, and to give you sufficient notice of, any delay in delivery of the Products; however, failure to deliver the Products by a specified date will not be sufficient cause for cancellation, nor will Rulifes be liable for any direct, indirect, consequential or economic loss or damage due to delay in delivery, whatever the cause. Where delivery of the Products is to be made in separate shipments, delay in delivering certain Products shall not entitle you to refuse to accept the remaining Products. Rulifes reserves the right to make shipments when Products are available.

Delay. If delivery will be delayed beyond the estimated delivery date, Rulifes will notify you with an updated delivery date. At your option, you may cancel your order for a full refund or direct Rulifes to proceed with delivery according to the adjusted delivery date by sending confirmation to Rulifes at the address or toll-free telephone number listed in Rulifes’s notice. If you do not respond within five (5) days after the date of such notice, Rulifes will deliver the Products by the updated delivery date, except in cases of force majeure.

Force Majeure. Without limiting any provision in the previous section, you agree that Rulifes shall not be liable or be deemed to be in breach of this Agreement for any failure to perform, or delay in performing, any of Rulifes’s obligations in relation to the Products if the delay or failure was due to any cause beyond Rulifes’s reasonable control. Causes beyond Rulifes’s reasonable control shall include, but not be limited to, acts of God, flood, explosion, natural catastrophe, storms, fire or accident; war or threat of war, blockade, sabotage, insurrection, terrorism, riot or civil disturbance; acts, restrictions, regulations, laws, prohibitions or measures of any kind on the part of any governmental, international, federal, state or local authority; import or export regulations or embargoes; strikes or other industrial actions or trade disputes (whether involving employees of Rulifes or a third party); problems in obtaining raw materials, labor, transportation, fuel, parts or machinery; and power failure or breakdown in machinery, including computer or other equipment failure. In the event of any such default or delay, the date for performance shall be extended for a period equal to the period during which such aforesaid cause, circumstance or contingency remains in effect.

Returns. You may not return any Product. The sales are final. Rulifes at its sole descretion can accept trade ins or interchange. Please for that purpouse you may contact Rulifes and obtain a “Return Authorization Number” or “RMA”. To obtain an RMA contact a Rulifes Representative to 7875157796; M-F 9:00 AM – 5:00 PM Puerto Rico local time. You are responsible for paying all shipping, handling and insurance charges to return the Products, except for warranty returns and non-conforming Products (see below).. Except for warranty returns and non-conforming Products, you will be required to pay Rulifes a re-stocking fee equal to twenty-five percent (25%) of the total purchase price (including shipping and taxes) for all returned Products. The re-stocking fee will be deducted from the price paid (including sales tax) with the remainder refunded in the manner used to pay for your order within fourteen (14) days after we have received and inspected the returned Product.

Acceptance; Nonconforming Orders. You must notify Rulifes in writing within fifteen (3) days of the date Products are delivered (if shipped) or physically received (if you pick them up) if you believe that any Product does not conform to the terms of the order or are damaged or defective. Rulifes may elect to cure any defect identified by you as provided below. Upon completion of Rulifes’s cure or the expiration of the three (3) day period, you will be deemed to have accepted the Products as meeting the requirements of your order. You expressly waive any right to revoke such acceptance for any reason, whether known or unknown at the time of acceptance. Under no circumstance are you entitled to revoke an acceptance of any Product after the three (3) day period and failure to timely report defects will void any right to return any Product for credit or replacement. Any alleged defect or nonconformance which may become apparent in the Products after acceptance shall be subject to the Limited Warranty.

Product Returns. Products are not returnable for any reason without an RMA. You are responsible for returning the Products to Rulifes within 14-days after you have been issued and RMA. All returns are at your own expense and risk of loss or damage to the Products. All returns are subject to the following:

You must return the Product undamaged and in its original condition; You must return all original manuals, paper work, parts and accessories with the returned Product. Except for damaged or non-conforming Products, original delivery costs are not refundable and you are responsible for all shipping costs, insurance for returns and any damage and loss suffered by the returned Products until the time they are delivered to Rulifes. Once the returned Product is delivered to Rulifes, we will inspect it for damage. If the Product is returned in its original condition, new, not used (with the exception of limited use necessary to verify the characteristics and functioning of the Product) together with the labels and original documentation and packaging we will refund your payment as above less any diminished value of the Product due to your handling of it (including damage in transit or during your use of the Product prior to return). .

Unauthorized Returns. Rulifes will not provide a refund or credit for any Product returned without a valid and current RMA. You assume all shipping and handling charges for any unauthorized return.

Intellectual Property. All patent, copyright, trade mark, or other intellectual property rights in the Products are and shall remain vested in Rulifes and nothing in this Agreement shall be construed as granting to you a license to such intellectual property rights or any right of manufacture of the Products, except as otherwise expressly provided below.

Proprietary Notices. You shall not remove or obscure any patent, trademark, copyright or other proprietary notices incorporated on or in the Products.

Limited Multimedia Warranty. Rulifes warrants that the media on which multimedia content is delivered will be free from defects in materials and workmanship (or, if the multimedia content is delivered as a downloadable file or through other digital delivery methods, that the file(s) containing the media is complete and uncorrupted) for a period of one (1) year after the date such media is shipped. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD MULTIMEDIA CONTENT THROUGH THE USE OF THE SITES, INCLUDING WITHOUT LIMITATION REMOTE PERSONAL TRAINING SERVICES, AT YOUR OWN DISCRETION AND RISK. RULIFES DOES NOT WARRANT THAT THE SITES OR THE MULTIMEDIA CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR THAT THE SITES OR THE SERVER THAT MAKES SUCH CONTENT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN SUCH EVENT, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Disclaimer of Services Warranty. RULIFES MAKES NO WARRANTIES OF ANY KIND REGARDING ANY RULIFES SERVICES AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. YOUR USE OF RULIFES SERVICES, INCLUDING WITHOUT LIMITATION PERSONAL TRAINING SERVICES, PURCHASED ON OR VIA THE SITES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITES, AVAILABLE THROUGH ANY SERVICES, OR STATED DURING THE PROVISION OF PERSONAL TRAINING SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. THE INFORMATION PROVIDED ON THE SITES AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH RULIFES IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

Limited Equipment Warranty. Rulifes extends the manufacture’s warrants to you (the original purchaser) that the Product will be free from manufacturing defects in workmanship and materials for a period of one year for Professional Use and two years for Non-Commercial Use from the date of delivery F.O.B (the “Warranty Period”). Professional or commercial use or application includes all intensive usage within facilities open to the public, whether free or paid, including without limitation gyms, school or university fitness facilities, wellness centers, or community fitness facilities (“Professional Use”). Professional Use does not include use within accommodation facilities, such as hotel and/or company employee fitness centers. Non-commercial use or application includes personal, individual use in your home or in other facilities not open to the public (“Non-Commercial Use”). If the Product fails within the Warranty Period due to manufacturing defects in workmanship or materials, Rulifes will, upon its confirmation of such defects, at its sole option and as your sole and exclusive remedy, replace any defective part(s), repair the Product, and/or replace the defective Product. You must contact the Rulifes customer service department and provide a description of the defective part(s) and/or Product, along with the original purchase documentation as validation of warranty coverage. Should Rulifes, at its sole discretion, choose to replace the Product, Rulifes will issue you an RMA and you must return the defective Product to Rulifes with all shipping charges prepaid within fourteen (14) days. All shipping charges associated with returning the defective Product to Rulifes shall be the sole responsibility of the purchaser. This warranty is extended and is valid only to you, the original purchaser, and is not transferable or applicable to any other person(s).

Extended Equipment Warranty Service Program. Rulifes offers an Extended Equipment Warranty Service Program. For more information, please contact Rulifes for terms and prices.

Home Wellness Products. RULIFES HOME WELLNESS PRODUCTS ARE INTENDED EXCLUSIVELY FOR NON-COMMERCIAL USE. THIS LIMITED WARRANTY DOES NOT COVER OR APPLY TO PROFESSIONAL USES OR APPLICATION(S) OF ANY HOME WELLNESS PRODUCT. Any Professional Use of any Home Wellness Product, to be determined at Rulifes’s sole discretion, shall immediately and irrevocably render this limited warranty invalid.

Exclusions. THIS LIMITED WARRANTY DOES NOT COVER OR APPLY TO: (a) any damage to the Product due to misuse, mishandling or abuse; (b) Products not used in accordance with manufacturer’s instructions or recommendations; (c) normal wear and tear (including without limitation cables, padding, rubber, and plastic components); (d) Products that were damaged in transit to the purchaser; (e) any Products that have been customized (including, without limitation, by painting); (f) operation in a manner contrary to documentation provided to you with the Product; or (g) any products (including, without limitation, any accessory parts, components, supplies or other products that may be included as part of or otherwise packaged with the products) manufactured by any third party. This limited warranty is non-transferrable. None of Rulifes’s agents or distributors are authorized to provide any further guarantees or warranties other than those expressly provided for in this limited warranty.

THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. NEITHER RULIFES NOR ANY OF ITS AFFILIATES MAKES ANY OTHER WARRANTIES WHATSOEVER, AND RULIFES HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND WHETHER WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

Warranty Service. If the Product you purchased fails to perform as warranted and you notify Rulifes of the failure within the applicable warranty period and otherwise comply with all of the requirements herein including those set out in “How to Obtain Warranty Service”, Rulifes or its authorized reseller will replace any defective part(s), repair the Product and/or replace the Product. If Rulifes elects to replace such Products, Rulifes shall have a reasonable time to make such replacement. If the Product is such that inspection my only take place at your location, you agree to provide Rulifes or its authorized reseller with access to the Product and reasonable assistance in inspecting it so that Rulifes may confirm whether the Product is covered by the limited warranty. Failure to provide access will cancel the warranty.

How to Obtain Warranty Service. To obtain Warranty Service, you must promptly notify Rulifes ([email protected]) upon discovery that the Product(s) failed to perform as warranted, with a detailed explanation of the problem, and provide proof of the date and time of purchase. Should Rulifes, at its sole discretion, decide to replace the Product(s), you must notify Rulifes of the intended shipment date to allow Rulifes to arrange for shipment should Rulifes so desire, and return the Product(s) to Rulifes as directed by Rulifes.

Limitations on Warranty Service. Rulifes will not provide Warranty Service if you have not paid the full the price for the Product, violated any provisions of this Agreement or if Rulifes examines the Product and determines that the reported problems do not actually exist, are not defects, or were caused by accident, misuse, abuse, mishandling, neglect, alteration, negligence, unauthorized repair or alteration by anyone other than Rulifes, unsuitable physical or operating environment, improper installation or maintenance, removal or alteration of any Product or parts identification label, or any failure caused by a product for which Rulifes is not responsible. In that event, Rulifes will return the Product to you at your expense. Any replacement or repair shall fulfill all of Rulifes’s responsibility to you under any legal theory, including, but not limited to, contract, tort, indemnity, statutory provision or otherwise.

Exclusive Remedy: except where prohibited by law, LIABILITY OF RULIFES FOR AN ALLEGED DEFECTIVE PRODUCT SHALL BE LIMITED TO REPLACEMENT OF PARTS FOR THE PRODUCT AND/OR THE PRODUCT, AND AT RULIFES’S SOLE OPTION. THE FOREGOING CONSTITUTES BUYER’S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHER REMEDIES, FOR RULIFES FURNISHING DEFECTIVE OR NONCONFORMING PRODUCTS, MATERIALS, PARTS OR SERVICE.

Assumption of Risk: You understand that the use of Rulifes products and any strenuous, challenging and or aggressive activities involves risk of injury. You assume all such risk, including risk of property damage, bodily injury or death, and all other damage or potential damage, whether known or unknown. By using Rulifes Products You waive and release Rulifes and its officers, employees, agents, and affiliates from all damage, injury, death, loss, or other liability that You may suffer or incur as a result of Your use of the Products.

Limitation of Liability: except where prohibited by law, RULIFES’S TOTAL LIABILITY TO THE BUYER OR ANY OTHER THIRD-PARTY FOR ALL TYPES OF LOSSES OR DAMAGE, WHETHER ON ACCOUNT OF NEGLIGENCE, STRICT LIABILITY IN TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, AT LAW OR IN EQUITY, SHALL IN NO EVENT EXCEED THE TOTAL CONTRACT PRICE FOR ANY PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGE OCCUR AND SHALL NOT EXCEED THE PRICE YOU PAID FOR THE RULIFES HOME WELLNESS PRODUCT(S) YOU PURCHASED. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL RULIFES BY LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OR INJURY TO PERSON OR PROPERTY, INCLUDING DEATH OR INJURY, RESULTING IN WHOLE OR IN PART FROM FAILURE OR ERRONEOUS INSTALLATION OF THE PRODUCT OR USE OF THE PRODUCT IN A MANNER OTHER THAN AS SET FORTH IN THE PRODUCT DOCUMENTATION. NEITHER SHALL RULIFES BE LIABLE FOR INJURY OR DEATH RESULTING FROM THE USE OF THE PRODUCT IN VIOLATION OF THE PRODUCT SAFETY GUIDELINES DESCRIBED IN THE DOCUMENTATION ACCOMPANYING THE PRODUCT, INCLUDING ANY ARISING FROM USE OF THE PRODUCT BY ANY PERSON WHO IS NOT, AT THE TIME OF USE, IN PHYSICAL CONDITION ADEQUATE TO PERFORM VIGOROUS EXERCISE.

No Consequential Damages. IN NO EVENT, INCLUDING LATE DELIVERY OR FAILURE TO DELIVER, SHALL RULIFES BE LIABLE TO ANYONE FOR SPECIAL, COLLATERAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PROVISIONS REGARDING WARRANTIES, GUARANTEES, INDEMNITIES, AND PATENT INFRINGEMENT (SUCH EXCLUDED DAMAGES TO INCLUDE BUT NOT BE LIMITED TO, COSTS OF REMOVAL AND REINSTALLATION OF PRODUCTS OR ITEMS, LOSS OF GOODWILL, LOSS OF USE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY, INCLUDING ANY DUTY OF REASONABLE CARE OR OF WORKMANLIKE EFFORT). THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL APPLY EVEN IF RULIFES OR ANY SUPPLIER OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON. THIS PROVISION WILL SURVIVE THE TERMINATION OF THIS CONTRACT BY THE PROVISIONS CONTAINED THEREIN OR THROUGH THE OPERATION OF LAW.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Except for an action seeking injunctive relief related to this Agreement, or entry and enforcement of any judgment on any arbitration award, you agree to resolve any dispute by binding arbitration by an arbitrator pursuant to the Expedited Procedures of the American Arbitration Association (if you are a U.S. party) or under the rules of conciliation and arbitration of the International Chamber of Commerce (if you are not a U.S. party). The arbitration shall be held in San Juan ,Puerto Rico, or such other location as mutually agreed. The award rendered by arbitration shall be final, binding and a non-appealable judgment and the award may be entered in any court having jurisdiction thereof for purposes of judicial enforcement. The prevailing party shall be entitled to all reasonable attorneys’ fees and costs incurred with respect to the arbitration and any appeal thereof. Special, consequential or punitive damages shall not be awarded by the arbitrator. YOU AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF THE APPLICABLE RULES ALLOW FOR SUCH.

Assignment. You shall not assign any of you rights, obligations or privileges hereunder without the prior written consent of Rulifes.

Construction and Headings. The captions and headings used in this Agreement are inserted for convenience only and do not form part of this Agreement or affect the meaning or interpretation of this Agreement.

Severability; Scope. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be eliminated solely to the extent that it is illegal, invalid, or unenforceable without invalidating the remainder of such provision or the remaining provisions of this Agreement.