Terms of Service Agreement

This Blue Light Terms of Service Agreement ("Agreement") is between you and Blue Light Holdings Inc. (for the purposes hereof, "Blue Light," "we" or "us"). The Agreement governs your use of the "Blue Light Service," an online platform that allows consumers like you to view video, photo and written/text programs ("Programs") from content owners and licensors ("Producers") through Producer-branded websites and applications that we power.

Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT. By using the Blue Light Service, you agree that any claims you may have against Blue Light relating to the Blue Light Service must be ARBITRATED, and you waive the right to (1) assert claims against Blue Light in court; (2) participate in a class action; and (3) have a jury hear your case.

1. Acceptance

By creating an account, viewing videos, making a purchase, downloading Producer-branded applications that we power, or otherwise visiting or using the Blue Light Service, you accept this Agreement and consent to contract with us electronically.

You also affirmatively assent to this Agreement, including the Arbitration Agreement, the Class Action Waiver, and all other dispute-resolution provisions set forth in Section 10, by clicking "Accept," "I Agree," or a substantially similar button on any banner or notice presented to you upon loading any Blue Light or Producer-branded webpage that we power.

If you are an entity other than a natural person, the person who registers the account or otherwise uses the Blue Light Service must have the authority to bind the entity. In this context, "you" means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use the Blue Light Service, you accept any revised Agreement.

You may terminate the Agreement at any time by deleting your account. We reserve the right to suspend or terminate your account for your breach of the terms hereof. If Blue Light deletes your account for breach, you may not re-register. In the event of any termination or expiration of the Agreement, the following sections will survive: Section 7 (Disclaimers), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver), and Section 11 (General Provisions).

2. Accounts

Registration: You must create an account to use certain features we offer (e.g., to view a Program). To do so, you must provide an email address. By creating an account, you agree to receive notices from Blue Light and the Producers of the Programs you purchase at this email address.

Age Requirements: You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age, and, to the extent required by law, you have the permission of a parent or guardian to create an account and use the Blue Light Service.

Parents and Guardians: By granting your child permission to use the Blue Light Service through your account, you agree and understand that you are responsible for monitoring and supervising your child’s usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

Your Representations and Warranties: By creating an account or otherwise using the Blue Light Service, you represent and warrant to Blue Light that: (a) you have the legal capacity and authority to enter into this Agreement and to perform your obligations under it; (b) all information you provide to Blue Light is accurate, complete, and current, and you will keep it accurate, complete, and current; (c) you are not a person with whom transactions are prohibited under any applicable U.S. sanctions program, and you are not on any U.S. government list of persons or entities prohibited from receiving exports; (d) you will use the Blue Light Service only for lawful purposes and in compliance with this Agreement; (e) you have all necessary rights, licenses, and authorizations to upload, submit, or transmit any content you provide to Blue Light through the Blue Light Service, and your content does not infringe or misappropriate any third party’s intellectual property rights or violate any third party’s privacy or other rights; and (f) you are not creating an account or using the Blue Light Service to send unsolicited bulk communications, conduct surveillance, scrape data, or for any other purpose contrary to this Agreement.

3. Privacy

Please review our Privacy Policy to learn about the information we collect from you when you use the Blue Light Service, how we use it, and with whom we share it.

By creating an account, you agree that the Producer of the Program(s) you purchase will have access to your account information and account activities, such as the viewing and purchase of the Producer’s Programs, and your contact information. Blue Light is not responsible for a Producer’s use or disclosure of your data.

3.1 SMS Food Logging Program Terms

Solin users may choose to enroll in the Solin SMS food logging program from Profile > Contact Info in the Solin app. The program allows enrolled users to send text messages or photos to Solin to log meals, receive macro and calorie logging confirmations, receive phone verification messages, and receive account or help messages related to SMS food logging.

Message frequency varies based on your use of SMS food logging. Message and data rates may apply. Consent to receive SMS/MMS messages is not a condition of purchase or use of Solin. You may cancel SMS food logging at any time by replying STOP to any message from the Solin SMS food logging number. You may reply HELP for help or contact support@solinfitness.com. You can also manage or remove your verified phone number from Profile > Contact Info in the Solin app.

4. Program Viewing and Purchase Options

Producers may offer the following purchase options through Producer-branded websites and applications: (i) Rental: After paying the stated fee, you may stream or view the Program an unlimited number of times during the stated rental period; (ii) Purchase: After paying the stated fee, you may stream or view the Program an unlimited number of times; if offered by the Producer, you may download the Program; (iii) Subscription: For a recurring fee, you may stream or view Programs offered within a Producer’s subscription channel an unlimited number of times during your subscription period. The Producer may add or remove Programs from the channel at any time.

To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a "purchase" for the purpose of this Agreement.

ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.

Free trials and Discounts: Producers may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If a Producer provides a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Automatic Renewal: Subscriptions automatically renew for successive periods of the same length as your initial subscription period until you cancel. The automatic renewal terms, including the renewal frequency, the renewal amount, and the method of cancellation, will be clearly and conspicuously disclosed to you at the point of purchase, and, where required by applicable law, in any pre-renewal reminder we or the applicable Producer may provide. Your payment method will be charged at the beginning of each renewal period at the then-current price for the applicable subscription. If a Producer offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period. By completing the purchase of an automatically renewing subscription, you affirmatively consent to recurring charges to your payment method until you cancel. You may cancel your subscription at any time by following the cancellation instructions provided on your Manage Account page; cancellation will take effect at the end of the then-current subscription period and you will not be charged for subsequent renewal periods. For California residents and where required by other applicable law, additional cancellation methods and disclosures will be made available to you as required by California Business and Professions Code §§ 17600 et seq. and equivalent statutes.

How to Decline Renewal: To pause or cancel a subscription, visit your ’Manage Account’ page. Your changes will be applied to your next subscription period.

In-App Purchase: Producers may allow you to purchase subscriptions or goods within apps you download. To turn off automatic renewal for subscriptions, access your platform’s account settings (not Blue Light’s). Any billing inquiries should be directed to the app platform.

5. Licenses and Intellectual Property

License to Programs: Subject to the terms hereof, you have the right to stream, view and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period.

Restrictions: You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program. All rights not expressly granted herein are reserved by the applicable Producer.

Blue Light Service: Subject to the terms hereof, Blue Light grants you permission to use the Blue Light Service for the sole purpose of viewing Programs for your personal entertainment. All rights not expressly granted by Blue Light are reserved.

Producer Apps: If you download a Producer application that we power (an "app") that operates on a third-party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) Blue Light, and not the platform operator (Apple, Google, Roku, or other applicable platform operator), is responsible for the app and the content available through it; provided, however, that Blue Light’s obligations to you with respect to the app are limited to those expressly set forth in this Agreement, and the platform operator has no obligation whatsoever to furnish any maintenance, support, warranty, or indemnification services with respect to the app; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.

Your Content; Feedback: To the extent that you submit any content to Blue Light (i.e., in your profile, a comment, or forum), you grant Blue Light an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth in Section 6. If you make suggestions to Blue Light on improving our products or services, Blue Light may use your suggestions without any compensation to you.

6. Acceptable Use Policy

We may allow you to upload, submit, or publish (collectively, to "submit") content such as images and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 6. Blue Light may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Blue Light may take all appropriate actions to enforce this Acceptable Use Policy including removing specific videos or suspending or removing your account.

6.1 Copyright Policy and DMCA

Blue Light respects the intellectual property rights of others and expects users of the Blue Light Service to do the same. You may only upload content that you have the right to upload and share. Blue Light will, in appropriate circumstances and in its sole discretion, disable or terminate the accounts of users that Blue Light determines are repeat infringers.

DMCA Designated Agent. Pursuant to 17 U.S.C. § 512(c)(2), Blue Light has designated the following agent to receive notifications of claimed copyright infringement:

Blue Light’s designated agent is also registered with the United States Copyright Office.

DMCA Notices. To submit a notice of claimed copyright infringement, please provide the following information to the Designated Agent: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing or to be the subject of infringing activity, with sufficient information to allow Blue Light to locate the material; (iv) contact information sufficient for Blue Light to contact you, including your address, telephone number, and email address; (v) 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; and (vi) a statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Notices that do not substantially comply with these requirements may be disregarded.

Counter-Notification. If you believe that material you posted was removed or disabled by mistake or misidentification, you may submit a counter-notification to the Designated Agent containing the information required by 17 U.S.C. § 512(g)(3).

Repeat Infringer Policy. Blue Light has adopted and implemented a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers, in accordance with 17 U.S.C. § 512(i).

6.2 Content Restrictions

You may not submit any content that infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.), is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature, is hateful, defamatory, or discriminatory or incites hatred against any individual or group, promotes or supports terror or hate groups, exploits minors, depicts unlawful acts or extreme violence, provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms, depicts animal cruelty or extreme violence towards animals, promotes fraudulent or dubious business schemes or proposes an unlawful transaction, makes false or misleading claims about vaccination safety, claims that mass tragedies are hoaxes or false flag operations, depicts or encourages self-harm, or violates any applicable law.

6.3 Code of Conduct

In using the Blue Light Service, you may not use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity), act in a deceptive manner or impersonate any person or organization, harass or stalk any person, harm or exploit minors, distribute "spam" in any form or use misleading metadata, collect personal information about others, access another’s account without permission, engage in any unlawful activity, or cause or encourage others to do any of the above.

6.4 Prohibited Technical Measures

You will not except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Blue Light Service; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures; submit any malicious program, script, or code; submit an unreasonable number of requests to our servers; or take any other actions to manipulate, interfere with, or damage the Blue Light Service.

6.5 Restricted Users

You may not create an account if you are a member of a terror or hate group. You may not purchase any goods or services from us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.

7. Disclaimers

YOUR USE OF THE BLUE LIGHT SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. BLUE LIGHT PROVIDES THE BLUE LIGHT SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BLUE LIGHT AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the above, Blue Light makes no representations or warranties concerning the availability of the Blue Light Service in a particular jurisdiction, the availability of the Blue Light Service for any particular device, operating system, or browser, the continued support for a particular feature of the Blue Light Service, the viewing quality of any Program. Blue Light does not guarantee that you will be able to use the Blue Light Service at all times, or view any Program uninterrupted, error-free or displayed at any particular resolution. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection, the content of any Program or the suitability of any Program for any audience. All opinions and statements expressed by or in Programs (or related materials) are those of the Producer and/or persons involved in the production of the Program, not Blue Light. The continued availability of any Program or the availability of a particular Program within a subscription channel is not guaranteed; Programs may be withdrawn at any time without notice, and Blue Light is not responsible for any Producer’s actions or omissions with respect to your personal information.

Producers may provide links to other Producer websites or third-party websites. Blue Light is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUE LIGHT, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, AND PARTNERS (INCLUDING PRODUCERS) SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND A PRODUCER OR OTHER BLUE LIGHT USER; (III) DAMAGES EXCEEDING THE GREATER OF USD $100 OR THE AMOUNTS PAID BY YOU TO BLUE LIGHT OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM; OR (IV) STATUTORY DAMAGES, ENHANCED DAMAGES, MULTIPLIERS, TREBLE DAMAGES, PUNITIVE DAMAGES, OR OTHER NON-COMPENSATORY DAMAGES UNDER ANY STATUTE, REGULATION, OR COMMON-LAW DOCTRINE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Blue Light (or a Producer) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

9. Indemnification

You shall indemnify, defend, and hold harmless Blue Light and its directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) (collectively, the "Indemnified Parties") from and against any third-party claim, action, suit, demand, liability, damages, losses, judgments, awards, and costs (including reasonable attorneys’ fees and costs) (collectively, "Losses") arising out of or related to: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third-party right; (iii) any content that you upload or submit to us; or (iv) breach of any of your representations and warranties set forth in Section 2.

Indemnification Procedures. The Indemnified Parties’ rights to indemnification under this Section 9 are subject to the following: (a) the Indemnified Party shall promptly notify you in writing of any claim for which indemnification is sought, provided that any failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent that you are materially prejudiced by such failure; (b) Blue Light shall have the right, at its option, to assume sole control over the defense and settlement of any indemnifiable claim, with counsel of its choice, and you shall reasonably cooperate at your expense; (c) you may not settle, compromise, or consent to the entry of any judgment with respect to any indemnifiable claim without Blue Light’s prior written consent (which shall not be unreasonably withheld), and any such settlement or consent must include a complete and unconditional release of all Indemnified Parties from all liability with respect to the claim; and (d) your obligations under this Section 9 shall survive any termination or expiration of this Agreement.

10. Arbitration Agreement; Jury Waiver; Class Action Waiver

This Section 10 sets forth a binding arbitration agreement between you and Blue Light (the "Arbitration Agreement"). In this Arbitration Agreement, you agree to arbitrate all claims relating to the Blue Light Service, to waive your right to a trial by jury, and to waive any right to proceed on a class basis in arbitration or otherwise.

10.1 Pre-Dispute Notice and Opportunity to Cure

Before initiating any arbitration or other formal proceeding against Blue Light, you must first deliver to Blue Light, at the legal notice address set forth in Section 11, a written Notice of Dispute (the "Notice"). The Notice must: (a) be signed by you personally (and, if you are represented by counsel, also signed by counsel); (b) state your full legal name, mailing address, email address, and account identifier (if any); (c) describe in reasonable factual detail the specific conduct alleged to give rise to the dispute, including the dates, times, and means of your interaction with the Blue Light Service; (d) identify each statutory provision, regulation, or other legal authority on which the claim is based and how Blue Light’s conduct allegedly violated it; (e) state the specific relief requested, including any monetary demand; (f) include a written certification by you (and, if you are represented by counsel, also by your counsel) — given under penalty of perjury — that the claim has been investigated in good faith and has a non-frivolous factual and legal basis; (g) attach contemporaneous evidence supporting the allegations, including, where applicable, timestamped screenshots, browser history, account-creation records, or other records of your interaction with the Blue Light Service; and (h) identify by name and counsel any other claimant similarly situated to you who is known to you or your counsel to be represented, or contemplated for representation, by the same counsel in connection with similar claims. A Notice that consists of, or substantially incorporates, a form letter or template not individually tailored to your specific factual circumstances does not satisfy this requirement.

Following receipt of a compliant Notice, Blue Light shall have sixty (60) calendar days to investigate the dispute and to propose a resolution. No arbitration or other proceeding may be commenced before the expiration of the 60-day period. The 60-day period shall toll any otherwise-applicable statute of limitations or contractual limitations period.

Failure to comply with this Section in good faith is a material breach of this Agreement and a basis for dismissal of any subsequently filed arbitration.

10.2 Contractual Limitations Period

Any claim or cause of action arising out of or relating to this Agreement or your use of the Blue Light Service must be commenced — by delivery of a compliant Notice pursuant to Section 10.1 and, where required, the subsequent commencement of arbitration — within one (1) year after the date on which the conduct giving rise to the claim or cause of action first occurred. This one-year contractual limitations period shall apply regardless of any otherwise-applicable statutory limitations period and shall not be tolled, extended, or postponed by any "discovery rule," "continuing violation" doctrine, or other equitable doctrine, except for the express tolling provided by Section 10.1 during the 60-day pre-dispute investigation period. The parties acknowledge that this provision is intended to provide a definite and short limitations period for the orderly resolution of disputes.

10.3 Arbitration Agreement

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or your use of the Blue Light Service shall be BINDING ARBITRATION administered by National Arbitration and Mediation ("NAM") under NAM’s Comprehensive Dispute Resolution Rules and Procedures, including, as applicable, the Mass Filing Supplemental Dispute Resolution Rules and Procedures. If NAM declines or is unable to administer the dispute, the arbitration shall instead be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, including, as applicable, the Mass Arbitration Supplementary Rules. The arbitration shall be conducted in English, before a single arbitrator, on a documents-only basis unless either party requests, or the arbitrator determines, that a hearing is warranted.

10.4 Overview

Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Blue Light are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing (if any). The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

10.5 Location of Hearing

If you are a consumer, as defined by the applicable arbitration provider in its consumer minimum standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in Los Angeles County, California, United States of America.

10.6 Mass Filing Protocol

If ten (10) or more demands for arbitration are filed against Blue Light by or with the assistance of the same law firm, counsel, or coordinated group of claimants within any rolling ninety (90)-day period and present substantially similar factual allegations or legal theories (whether or not the named claimants are related), the following procedures (the "Mass Filing Protocol") shall apply, supplementing and, where in conflict, superseding the rules of the applicable arbitration provider:

(a) Pre-bellwether mediation. Within twenty-one (21) days of the tenth (10th) such demand, claimants and Blue Light shall first engage in good-faith mediation before a NAM or AAA mediator to attempt global resolution of all pending and reasonably anticipated demands within the cluster. Pre-bellwether mediation shall continue for not less than thirty (30) days unless terminated earlier by mutual written agreement. No Bellwether Case shall be selected or proceed unless and until pre-bellwether mediation has concluded without global resolution.

(b) Bellwether selection. Within thirty (30) days following the conclusion of pre-bellwether mediation without resolution, claimants shall jointly select ten (10) cases and Blue Light shall select ten (10) cases from the pool. These twenty (20) cases (the "Bellwether Cases") shall proceed sequentially in groups of no more than five (5) at a time.

(c) Stay of remaining demands. All other demands shall be administratively stayed pending completion of the Bellwether Cases. No filing, administrative, or arbitrator fees shall accrue to either party for stayed demands during the stay.

(d) Post-bellwether mediation. Within sixty (60) days after completion of the final Bellwether Case, the parties shall engage in good-faith global mediation using outcomes of the Bellwether Cases as benchmarks.

(e) Individual resumption. If post-bellwether mediation does not produce a resolution within ninety (90) days, stayed demands may resume on an individual basis, subject in each case to the Pre-Dispute Notice and Opportunity to Cure requirements of Section 10.1.

(f) Fee allocation. Notwithstanding any provider rule to the contrary, in any Mass Filing Protocol matter, each side shall bear its own filing, administrative, and arbitrator fees pro rata across its share of cases. No claimant may avoid this allocation absent contemporaneous documentary evidence of indigency provided directly to Blue Light’s counsel and verified to Blue Light’s reasonable satisfaction.

(g) No-coordination certification. At the time of filing each demand falling within this Section, claimant counsel shall certify in writing, under penalty of perjury, that the demand is not the subject of any informal coordination, fee-sharing, joint-defense, common-interest, referral, or similar arrangement with any other law firm or counsel having the purpose or effect of evading the trigger threshold of this Section. Knowingly false or evasive certification shall be a basis for dismissal of the demand with prejudice and for such further relief as the arbitrator or court determines is appropriate.

(h) Severability. If any portion of this Section 10.6 is held unenforceable as to a particular dispute, the remainder of this Section 10.6 shall remain in effect.

10.7 Class Action Waiver

EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.

The arbitrator shall have no authority to consolidate, join, or otherwise combine claims brought by or against multiple persons except as expressly provided in the Mass Filing Protocol set forth in Section 10.6.

Severability of Specific Relief. If any portion of this Class Action Waiver is finally determined by a court or arbitrator of competent jurisdiction to be unenforceable solely as to a claim seeking public injunctive relief or other relief that the waiver may not lawfully foreclose, that claim, and only that claim, shall be severed and resolved in the courts identified in Section 11, and the remaining claims shall be arbitrated individually under this Section 10.

Non-Severability as to Class Arbitration. If, notwithstanding the foregoing, a court or arbitrator determines that any portion of this Class Action Waiver is unenforceable in a manner that would otherwise permit class arbitration or other representative arbitration, then the entire Arbitration Agreement set forth in this Section 10 shall be null and void as to the claims to which that determination applies, and those claims shall instead be resolved in court in accordance with Section 11. Class arbitration is in no event consented to.

10.8 CCP § 1281.97 / § 1281.98 Cure Period

Before initiating any action, motion, or other proceeding against Blue Light under California Code of Civil Procedure §§ 1281.97 or 1281.98 (or any successor or analogous statute or rule), or seeking to invoke any consumer-fee-waiver enforcement mechanism that may have the effect of materially reducing or eliminating Blue Light’s right to arbitrate, you must first deliver written notice to Blue Light at the legal notice address set forth in Section 11. The notice must specify the alleged late payment, the date payment was due, the amount allegedly owed, and the date you intend to invoke the statutory or contractual remedy. Blue Light shall have fourteen (14) calendar days from receipt of such notice to cure any alleged non-payment. No action, motion, or other proceeding may be commenced under such statute or mechanism before the expiration of the 14-day cure period, and any timely cure within the 14-day period shall waive any contention that Blue Light is in material breach of its payment obligations.

10.9 Exception for Small Claims Court Matters

Notwithstanding the above, each party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of the applicable arbitration provider’s Consumer Minimum Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

10.10 Jurisdiction and Venue

The Federal Arbitration Act ("FAA") shall govern this Arbitration Agreement. To the extent not preempted or inconsistent with the FAA, the choice of law provisions in Section 11 are incorporated and are applicable to this Arbitration Agreement. Any arbitration award may be entered in a court of competent jurisdiction.

10.11 Binding Arbitration with Producers

To the extent that the Producer has agreed to resolve disputes with consumers through arbitration in its agreements with Blue Light, you agree that any dispute with a Producer arising out of or relating to your purchase or viewing of a Producer’s Program or subscription channel shall be resolved by BINDING ARBITRATION administered by NAM in accordance with this Section 10.

10.12 Severability of Arbitration Agreement

Each subsection of this Section 10 is intended to be severable from every other subsection. If any provision of this Section 10 is held by a court or arbitrator of competent jurisdiction to be unenforceable in whole or in part, the unenforceable provision shall be (i) modified or "blue-penciled" by the court or arbitrator to the minimum extent necessary to render it enforceable, while preserving the parties’ intent to the maximum extent permitted by law, or, if such modification is not possible, (ii) severed, with the remainder of this Section 10 continuing in full force and effect. The unenforceability of any provision of this Section 10 as to a particular claim or party shall not affect the enforceability of that provision as to any other claim or party. The parties expressly grant the court or arbitrator authority to blue-pencil this Section 10 to preserve the parties’ intent to arbitrate on an individual, non-class basis.

11. General Provisions

Choice of Law: Any disputes relating to this Agreement or your use of the Blue Light Service will be governed by the laws of California and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Choice of Venue for Litigation; Jury Trial Waiver: Any proceeding to enforce the Arbitration Agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the Arbitration Agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in Los Angeles County, California. You hereby irrevocably consent to the exclusive jurisdiction of those courts for such purposes and, to the extent permitted by law, both Blue Light and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.

No Waiver: The failure of Blue Light (or any Producer) to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

No Third Parties: No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.

Force Majeure: Neither Blue Light nor any Producer shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

U.S. Export Compliance: You may not use the Blue Light Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Blue Light Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.

Entire Agreement: This Agreement incorporates by reference the Blue Light Privacy Policy. Except for links to these documents, links to pages on the Blue Light website or any third party materials are for convenience only and do not form part of this Agreement.

This Agreement sets forth the entire understanding between you and Blue Light concerning your use of the Blue Light Service and supersedes all prior agreements regarding the same. Modifications. Blue Light may modify this Agreement from time to time. Material modifications will be effective no earlier than thirty (30) days after Blue Light posts the modified Agreement on the Blue Light website (or such longer period as may be required by applicable law). Blue Light will use commercially reasonable efforts to notify users with active accounts of material modifications by email or in-product notice. Material modifications shall apply prospectively only and shall not modify the rights or obligations of the parties with respect to any dispute that arose before the effective date of the modification. If you do not agree to a material modification, you may close your account before the effective date, in which case the unmodified version of this Agreement will continue to govern any prior or pending dispute. Your continued use of the Blue Light Service following the effective date of a modification constitutes your acceptance of the modified Agreement.

Equitable Relief. Notwithstanding Section 10 and the Arbitration Agreement, Blue Light may seek injunctive, declaratory, or other equitable relief in any court of competent jurisdiction at any time, without first complying with the requirements of Section 10, with respect to: (a) any actual or threatened breach of Section 5 (Licenses and Intellectual Property), Section 6 (Acceptable Use Policy), or Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver); or (b) any actual or threatened infringement or misappropriation of Blue Light’s intellectual property rights or other proprietary rights. You acknowledge that any such breach or infringement would cause irreparable harm for which monetary damages would be inadequate.

Assignment. Blue Light may freely assign or transfer this Agreement, in whole or in part, to any third party, including without limitation any successor in interest (whether by merger, consolidation, acquisition, sale of assets, change of control, or otherwise) or any affiliate. You may not assign, transfer, sublicense, or otherwise convey this Agreement, or any of your rights or obligations under it, to any third party, including any litigation funder, claims aggregator, or assignee for collection, without Blue Light’s prior written consent. Any purported assignment in violation of this Section is null and void.

Blue Light Holdings Inc.

555 Rose Ave, Units 10 and 11

Venice, CA 90291

support@solinfitness.com