TERMS & CONDITIONS - Xeela 75 Day Challenge

Fitness Challenge Participation Agreement

Last Updated: 1/8/2025

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. BY PARTICIPATING IN THE FITNESS CHALLENGE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE CHALLENGE.

This Fitness Challenge Participation Agreement (the "Agreement") is entered into by and between Xeela LLC (“Xeela”, "Company," "we," "us," or "our") and the individual participant ("you" or "Participant"). This Agreement governs your participation in the fitness challenge ("Challenge") offered through the Xeela app ("App"). The “Challenge” is the Xeela 75 day challenge, which is a workout program that takes a user through 75 days of workouts and nutrition. The Xeela app also helps keep track of tasks to be done daily while doing the challenge, such as- drinking enough water, reading a book, walking enough steps, and following your suggested diet. The point of the challenge is to change your habits and create sustainable growth. The goal is twofold, become the best version of yourself
in 75 days both physically and mentally, and also set a foundation for sustainable change. At the end of the 75 days, Xeela will, in good faith and fairness, judge who has had the most significant physical change, and award them with the competition prize. The judging decision by Xeela involves both subjective and objective considerations and data, and is within Xeela’s sole discretion.

1. Eligibility
1.1 Age and Location Requirements
● You must be at least 18 years of age or the age of majority in your jurisdiction, whichever
is greater, to participate in the Challenge. Participants must reside in a jurisdiction where
the Challenge is legally permissible.
● International Participation: Non-U.S. residents must comply with local laws and
regulations regarding contest participation and prize receipt. Participants are responsible
for understanding and adhering to their local laws.

1.2 Fitness Level and Health Certification
● By signing this Agreement, you represent and warrant that you are at least 18 years old,
and in good health and physical condition to participate in the Challenge. You must
consult with a healthcare professional before beginning any fitness program and
participating in the Challenge.

● Medical Disclosures: You must disclose any pre-existing medical conditions that could be affected by participation in the Challenge. Failure to disclose such conditions may result in disqualification and forfeiture of any prizes.

1.3 Exclusions and Ineligibility
● Employees, affiliates, and family members of Xeela are not eligible to participate in the Challenge. Participants found to have a conflict of interest will be disqualified.

2. Challenge Rules
2.1 Registration Process and Requirements
● To participate in the Challenge, you must complete the registration process through the App, providing accurate and complete information. You must agree to comply with all rules and guidelines set forth by Xeela.
● You must take all before photos by January 14th, 2025. Before photos must include a piece of paper with “Xeela 75 Day Challenge” written on it.
● Before photos consist of a front, side, and back photo. All must be submitted in order to qualify for the challenge and prize.
● Verification of Eligibility: Xeela reserves the right and sole discretion to verify the
eligibility of all participants. Failure to provide required documentation or proof of
eligibility may result in disqualification.

2.2 Challenge Period and Deadlines
● The Challenge will begin on January 7th [Start Date] and end 75 days after you enter the challenge [End Date]. All entries, including progress photos and logs, must be submitted by January 14th, 2025.
● Timely Submission: Participants are responsible for ensuring that all required
submissions, including “before” and “after” photos, are provided within the specified time
frames. Late submissions will not be considered.

2.3 Judging Criteria and Verification Methods
● Winners will be determined in Xeela’s sole discretion, based on the best fitness results, which may include weight loss, muscle gain, endurance improvement, or other criteria as determined by Xeela. The results will be verified using methods such as before-and-after photos, measurements, and other assessments.
● Verification of Results: Participants agree to allow Xeela to verify their results through
interviews, additional photographs, or other methods deemed necessary. Failure to
comply with verification requests may result in disqualification.

2.4 Participant Obligations and Responsibilities
● Participants must be subscribed to the Xeela app for the full duration of the 75 day challenge and submit required photos as specified. Failure to meet these obligations may result in disqualification.
● Health and Safety: Participants are responsible for their health and safety during the Challenge. Participants must not engage in dangerous or reckless behavior to achieve fitness goals.

3. Prize Information
3.1 Detailed Description of the Prize
● The grand prize for the Challenge is a base model Tesla Model 3, which will be purchased and transferred to the winner by Xeela. The Prize includes standard vehicle features, and any upgrades or customizations are the responsibility of the winner. Xeela reserves the right to offer cash equivalent that is 30% less than MSRP price of the vehicle
● Alternate Prizes for International Winners: If the winner resides outside the U.S., Xeela reserves the right to offer cash equivalent that is 30% less than MSRP price of the vehicle.
3.2 Payment and Transfer Process
● The Prize will be transferred to the winner within 12 months after the end of the 75 day Challenge. All taxes, fees, and other expenses associated with the award or receipt of the Prize, including title transfer, are the sole responsibility of the winner.
● Vehicle Delivery: The winner is responsible for arranging delivery or pick-up of the Tesla Model 3. Xeela will not cover shipping or delivery costs for the Prize.

3.3 Prize Forfeiture Conditions
● If, in Xeela’s good faith judgment, the winner is found to have violated any terms of this Agreement, engaged in fraud, dishonesty, or misconduct, or failed to provide required documentation, they will forfeit the Prize. Xeela reserves the right to select an alternate winner in such cases.

3.4 Tax Obligations
● The winner is responsible for all taxes, including income tax, sales tax, and any other applicable taxes related to the receipt of the Prize. Xeela will issue a Form 1099 or other applicable tax form to the winner, if required by law.

4. Assumption of Risk and Waiver of Liability
4.1 Expanded Risk Disclosure
● You understand and acknowledge that participating in the Challenge involves inherent risks, including but not limited to physical injury, illness, or death. You voluntarily assume all risks associated with your participation, including any risks related to the use of exercise equipment, diet changes, and physical exertion.
● Acknowledgment of Fitness Risks: By participating, you confirm that you understand the risks of engaging in a fitness challenge, including potential muscle strain, cardiovascular events, or other health complications. You are responsible for monitoring your health and seeking medical advice as needed.

4.2 Comprehensive Waiver and Release of Liability
● To the fullest extent permitted by law, you assume the risks of participating in the
Challenge, and release, waive, and discharge Xeela, its affiliates, directors, officers,
employees, agents, and sponsors from any and all claims, liabilities, damages, or
causes of action arising from or related to your participation in the Challenge, including but not limited to claims related to negligence, product liability, or breach of contract.
● Third-Party Liability: You agree to waive any claims against third-party suppliers,
sponsors, or vendors associated with the Challenge. This waiver includes any claims
related to products or services provided by these third parties.

4.3 Indemnification and Hold Harmless Clauses
● You agree to defend, indemnify and hold harmless Xeena from any claims, damages,
losses, or expenses (including reasonable attorney’s fees) arising out of or related to
your participation in the Challenge, including any claims brought by third parties. This indemnification extends to claims related to your actions, omissions, or participation in the Challenge.
● Indemnification for Breach of Agreement: If you breach any terms of this Agreement,
you agree to defend and indemnify Xeela for any resulting losses, damages, or legal
fees incurrred by Xeela as a result of any claims or actions by third parties.

5. Intellectual Property and Use of Likeness
5.1 Rights to Use Participant Materials
● By participating in the Challenge, you grant Xeela a non-exclusive perpetual, worldwide, royalty-free license to use your name, likeness, progress photos, videos, and other materials submitted during the Challenge for promotional, advertising, and marketing purposes. This license includes the right to edit, modify, and distribute these materials in any media format.
● No Compensation for Use of Likeness: You agree that you will not receive any
compensation for the use of your likeness or materials, beyond the potential receipt of a prize.

5.2 Ownership of Content Created During the Challenge
● Any content created by you during the Challenge, including but not limited to photos, videos, and written submissions, becomes the property of Xeela. You waive any rights you may have in such content and agree that Xeela may use, alter, or dispose of the content as it sees fit.

5.3 Perpetual License for Marketing and Advertising
● The license granted to Xeela under this Agreement is perpetual and irrevocable. Xeela may use your materials in future marketing campaigns, product launches, or other promotional activities without further notice or approval from you.

6. Data Protection and Privacy
6.1 Data Collection and Usage Policy
● Xeela collects and uses, and may share, personal data from participants, including data entered with respect to the use of the Challenge app, for the purpose of administering the Challenge, verifying eligibility, and awarding prizes. Personal data may include your name, contact information, fitness data, and photos.
● Purpose Limitation: Your personal data will only be used for the purposes stated in this Agreement and in compliance with our Privacy Policy, which is incorporated by reference into this Agreement.

6.2 International Data Transfers and Compliance
● If you are an international participant, your personal data may be transferred to and processed in the United States or other jurisdictions where Xeela operates. Xeela will take reasonable steps to protect your data in accordance with applicable laws, including GDPR and CCPA.
● Data Transfer Agreements: International data transfers will be conducted under legally binding agreements that ensure the protection of your data in accordance with applicable law.

6.3 Data Breach Notification and Participant Rights
● In the event of a data breach that affects your personal data, Xeela LLC will notify you in accordance with applicable law. You have the right to access, correct, or delete your personal data, subject to certain legal exceptions.
● Participant Rights under GDPR/CCPA: If you are a resident of the European Union or California, you have specific rights under GDPR/CCPA, including the right to data
portability and the right to object to data processing. You can exercise these rights by contacting Xeela Fitness at Active@xeelafitness.com.

7. Arbitration and Dispute Resolution
7.1 Multi-Jurisdictional Arbitration
● Any disputes arising out of or related to this Agreement or the Challenge will be resolved through binding arbitration, conducted under the rules of the American Arbitration Association (AAA) or an equivalent body. The arbitration will be held in Orange or Los Angeles County, State of California, unless otherwise agreed by the parties, but will be conducted subject to rules of the Federal Arbitration Act. The parties will equally share the costs of the arbitration filings and of the arbitrator, and each party will bear their own attorneys fees and costs. Any arbitration award may be confirmed in any court of competent jurisdiction.
● International Arbitration: For international participants, the arbitration may be
conducted in the participant’s home country, with the parties sharing the costs of
arbitration and bearing their own attorneys fees and costs. The arbitration award may be confirmed in any court of competent jurisdiction.
● You agree that, in the event of any litigation, arbitration or other dispute, should Xeela be found liable, any recoverable damages are limited to the value of a single Tesla Model 3 which is described in 3.1, no matter how many claimants or what type of legal theories or damages are involved.

7.2 Class Action Waiver and Representative Action Restrictions
● You agree that any arbitration will be conducted on an individual basis and not as a class action or representative action. You waive the right to participate in a class action or seek class-wide relief in any arbitration or litigation related to this Agreement.
● Severability of Class Action Waiver: If the class action waiver is found to be
unenforceable, the entire arbitration agreement will be null and void.

7.3 Emergency Relief and Interim Measures
● Either party may seek emergency relief or interim measures from a court of competent jurisdiction to prevent immediate harm or preserve the status quo pending the outcome of arbitration. This includes temporary restraining orders, injunctions, or other equitable relief.
● Injunctions and Provisional Remedies: The arbitrator may also grant provisional
remedies, including injunctive relief, as necessary to prevent irreparable harm during the arbitration process.

8. Jurisdictional and International Compliance
8.1 Local Law Compliance
Xeela and the Participants will comply with all applicable local, state, and federal laws governing contests, promotions, and privacy. Participants are responsible for understanding and complying with their local laws, including any restrictions on contest participation and prize receipt.
● Compliance with Consumer Protection Laws: Xeela and the Participants will adhere to all relevant consumer protection laws, including regulations governing deceptive advertising, prize disclosures, and participant rights.

8.2 International Participant Requirements
● International participants must comply with local laws regarding contest participation, including any registration requirements, restrictions on prize receipt, and tax obligations. Xeela will provide assistance in complying with these requirements but is not responsible for any legal or regulatory issues that arise.
● Tax and Customs Obligations: International participants are responsible for any taxes, duties, or customs fees associated with receiving the Prize. Xeela will not cover these costs.
8.3 Customs, Duties, and Import Regulations for Prizes
● The winner is responsible for complying with all customs, duties, and import regulations in their jurisdiction. Xeela will not be liable for any delays or costs associated with customs clearance, import restrictions, or other regulatory issues.
● Customs Documentation: Xeela will provide necessary customs documentation for the shipment of the Prize but cannot guarantee customs clearance or assume responsibility for any associated costs.

9. General Terms
9.1 Modification of Agreement
● Xeela reserves the right to modify this Agreement at any time. Any modifications will be effective immediately upon posting to the App or sending notification to participants. Continued participation in the Challenge constitutes acceptance of the modified terms.
● Notification of Changes: Xeela will provide reasonable notice of any material changes to this Agreement. Participants are encouraged to review the Agreement periodically for updates.

9.2 Severability and Validity of Provisions
● If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the intent of the original provision.
● Severability in Different Jurisdictions: This severability clause applies across all
jurisdictions, ensuring that the Agreement remains enforceable even if a specific
provision is invalidated in a particular region.

9.3 Entire Agreement and Amendments
● This Agreement constitutes the entire understanding between you and Xeela regarding your participation in the Challenge. Any prior agreements, representations, or understandings, whether oral or written, are superseded by this Agreement.
● Amendments in Writing: Any amendments to this Agreement must be in writing and signed by both parties. Verbal agreements or informal communications will not be considered valid amendments.

10. Acknowledgment and Acceptance
By participating in the Challenge, you acknowledge that you have read, understood, and agree to the terms and conditions of this Agreement. You understand that this Agreement is legally binding and that you are waiving certain rights, including the right to sue Xeela.

11. Disclaimer and Legal Notices
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Xeela makes no representations or warranties, express or implied, regarding the Challenge or any prize, except as explicitly stated in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
acceptance by the Participant.