Unlocked Philogic LLC - Terms & Conditions

Last Updated: April 5, 2025

Effective Date: Date of Purchase

PLEASE READ THE TERMS & CONDITIONS CAREFULLY BEFORE ENGAGING IN OR USING ANY WEBSITES, ACTIVITIES, PROGRAMS, OR SERVICES PROVIDED BY UNLOCKED PHILOGIC LLC, OWNED AND OPERATED BY PHILIP HA, ALSO KNOWN AS UNLOCKEDPHILOGIC, FLEXHABILITY, AND THEPHILIPHA. THIS IMPACTS YOUR LEGAL RIGHTS.

By engaging in any of the programs or services (collectively referred to as “Services”), including but not limited to those involving physical fitness and performance training, as well as 1) your access to and use of all related websites operated by Unlocked Philogic LLC (which includes https://www.flexhability.com, https://www.skool.com/flexhability, https://dashboard.coachrx.app/c/8560/store/coach/10220, among others) (collectively referred to as “Site”), and 2) the use of associated tools and third-party services (tools and third-party services include but not limited to Thinkific, Notion, Stripe, Gumroad, Telegram, Discord, Skool), offered and provided by Unlocked Philogic LLC, owned and operated by Philip Ha, also known as UnlockedPhilogic, Flexhability, and ThePhilipHa (referred to as “the Company” or “we”), you accept these Terms & Conditions (”Agreement” or “Terms”), which forms a binding agreement between you and the Company.

Prior to utilizing the Services, it is essential for you to understand that by accessing the Company’s Services, whether through its official online platforms (including associated links) or by other means such as referrals and word of mouth, you are explicitly agreeing to accept the specific liability limitations, legal and health disclaimers, and terms regarding third-party services detailed within this Agreement. Put simply, your decision to use the Services implies your acknowledgment that you are assuming risks, and the Company does not assume any liability or make any warranties, whether express or implied, with regard to the Services or your utilization of them, including any associated third-party tools, platforms, or services.

1. Acceptance of Liability Limitations and Disclaimers

Prior to using the Services, it is important for you to know and understand that by using the Services, you are agreeing to accept certain liability limitations and legal and health disclaimers. Your use of the Services by the Company is at your own risk, and we do not assume any liability or make any warranties of any kind, express or implied, with respect to the Services.

2. Voluntary Participation and Assumption of Risk

You are voluntarily participating in these Services entirely at your own risk. In consideration of the risks associated with participating in the Services and for the right to do so, you hereby, for yourself, your heirs, executors, administrators, assigns, or personal representatives, knowingly and voluntarily participate in this waiver and release of liability. You waive any and all rights, claims, or causes of action of any kind whatsoever arising out of your participation in the Services, and you release and discharge the Company, as well as their affiliates, managers, members, agents, attorneys, staff, volunteers, heirs, representatives, predecessors, successors, and assigns, from any kind of risks related to traveling to and from, as well as participating in the Services. These risks may include, but are not limited to, physical or psychological injury, pain, suffering, illness, disfigurement, temporary or permanent disability, economic or emotional loss, and death.

3. Agreement to Terms and Conditions

In addition to the above, in exchange for participating in the Services, you agree to the following terms and conditions:

Assumption of Risk: You acknowledge that participating in physical activities, strength training, flexibility exercises, and movements can involve inherent risks. You voluntarily assume full responsibility for any and all risks associated with your participation in the Services.

Acknowledgment of Personal Responsibility: You understand and acknowledge that the Company is not a medical professional or doctor. Any information, guidance, or advice provided by the Company is not intended as medical advice or suggestions. You are responsible for consulting with your healthcare provider or physician before engaging in any physical activities or exercises suggested by the Company. You agree not to hold the Company liable for any consequences arising from your failure to seek medical advice or for any injury, loss, or damage resulting from your participation in the Services.

Release and Waiver of Liability: You release, discharge, and hold harmless the Company from any and all claims, demands, causes of action, losses, damages, or liabilities, including attorney fees and costs, arising from your participation in the Services, whether caused by the fault of yourself, the Company, or any third parties.

Indemnification: You agree to indemnify and hold harmless the Company from any and all claims, actions, damages, liabilities, costs, or expenses, including attorney fees and other litigation costs, arising from your participation in the Services.

Fees and Price Changes: You agree to pay for any damages to the property or facilities caused by your negligent, reckless, or willful actions. You acknowledge that the Company has the right to change the prices of their services, and you agree to pay the updated fees without any claims, disputes, or legal actions against the Company. Given that this is a digital product, there is no feasible way to return or exchange it. Consequently, we are unable to offer refunds.

No Refunds: There are no refunds the Services offered by the Company. We value the principle of personal responsibility. We encourage you to make a purchase only if you are committed to putting in the effort required. The Company’s aim is to support individuals who are dedicated to their growth and development.

Consent to Video Call Recording: You acknowledge and agree that video calls conducted as part of the Services may be recorded for quality assurance, training, or reference purposes. You understand that your image, voice, and any personal information shared during the video calls may be captured in the recordings. You hereby grant permission for the Company to record and use these recordings as deemed necessary. You release the Company from any liability arising from the recording and use of these video calls.

Consent to Use of Video Recordings and Media Materials: You consent to the use of video recordings during your participation in the Services for exercise form/technique reviews. You understand that these recordings may be used by the Company for assessment, feedback, instructional, or promotional purposes related to the Company's services. You acknowledge that the video recordings will be handled in accordance with the Company's privacy policy. Once shared with the Company, these recordings may be stored and used as described above, and you release the Company from any liability related to their usage.

Consent and Compliance: You give consent to participate in the Services and agree to comply with all rules, instructions, and directions given by the Company, their employees, representatives, or agents.

Applicable Law and Jurisdiction: This Agreement shall be governed by and interpreted in accordance with the laws of New Jersey. Any legal or equitable claim that may arise from your participation in the Services, activities, and services provided by the Company shall be resolved exclusively under the jurisdiction of the courts of New Jersey.

Legal Review and Free Will: You acknowledge that you have had the opportunity to review this Agreement with your legal counsel if desired. You confirm that you have approached the Company and agreed to their services under your own free will, without any coercion or undue influence.

Severability: If any provision of this Agreement is found to be invalid, unenforceable, or unlawful, it shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

User Contributions and Restrictions: The Services may contain interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit content or materials (collectively, "User Contributions") on or through the Services. All User Contributions must comply with the Content standards set out in this Agreement

• Ownership of User Contributions: You own or control all rights in and to the User Contributions and have the right to grant the license granted above to the Company and its affiliates and service providers.
• Compliance with Content Standards: All of your User Contributions comply with this Agreement and do not violate any third party rights or contain any obscene, indecent, abusive, offensive, violent, inflammatory, or otherwise objectionable material.
• Personal Responsibility: You are responsible for any User Contributions you submit or contribute, including their legality, reliability, accuracy, and appropriateness. The Company is not responsible for the content or accuracy of any User Contributions posted by you or any other user.
• Company's Rights: The Company has the right to remove or refuse to post any User Contributions for any reason, take any action deemed necessary or appropriate, disclose your identity or other information as required by law, and cooperate with law enforcement authorities.

All User Contributions must comply with the Content standards set out in this Agreement. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Program or third party applications including telegram or to the Company, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

All of your User Contributions do and will comply with this Agreement.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Program.

Restrictions. You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “content”) that:

• Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
• Contains any material that is obscene, indecent, abusive, offensive, violent, inflammatory or otherwise objectionable;
• Contains nudity, sexually explicit content or pornography;
• Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
• Is likely to deceive any person or create false impression that it emanates from or is endorsed by us or any other person or entity, if that is not the case;
• Impersonates any person, or misrepresents your identity or affiliation with any person or organization;
• Promotes any illegal activity, or advocates, promotes or assists any unlawful act;
• Advocates harassment or intimidation of another person;
• Exploits minors;
• Depicts unlawful acts or extreme violence or otherwise violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations that otherwise conflicts with this Agreement or our Privacy Policy;
• Contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
• Depicts animal cruelty or extreme violence towards animals;
• Causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person
• Involves commercial activities or sales, such as contests, sweepstakes and other sales promotion, barter or advertising; or
• Contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices.

****The Company has the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Program, or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Program or additional services provided by the Company

****Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the ****Program or additional services provided by the Company. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review material before it is posted on the the Program or additional services offered by the Company and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section 12 (User Contributions).

Third-Party Services and Links:

• Third-Party Services: Through the Services, you may be offered access to services, products, and promotions provided by third parties. You agree that the Company is not responsible for the performance of any Third-Party Services.
• Third-Party Websites: Services may contain links to third-party websites for your convenience. You access these websites at your own risk, and they are not governed by the terms of this Agreement. Your interaction with these websites is subject to their own rules and policies.
• Additional: The Company is not responsible for third-party services or websites linked to the Services. The Company can limit or terminate your access if you violate these Terms.

Intellectual Property: You agree and understand that the Company has created original, creative works in connection with the program of learning, and you agree that the Company maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the program of learning, whether created prior to your studies or specifically for you, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, tutorial videos, trade secrets, marketing strategies, advertising strategies, guides, and any other original work created by the Company. You agree that you may be granted a limited right to use selected materials in the course of your own business but you understand that the rights remain with the Company. Nothing in these Terms & Conditions shall constitute a transfer of ownership of any intellectual property from the Company to you, nor grant any license to use the information, other than which is expressly provided throughout the course of the program. You agree and understand that you are not to copy, repost, alter, publish, sell, assist in others selling, manipulate, distribute, or in any way exploit any of the content or intellectual property owned by the Company or obtained through working with the Company, without express written consent. If such behavior is discovered or suspected, the Company reserves the right to immediately end your participation in the program of learning without refund, as well as access to any program or materials you may have purchased, without refund, and reserves the right to prosecute any actionable infringement or misuse to the full extent of the law. You understand that in purchasing the program of learning, you are gaining access to view all content and information available as part of the program of learning, as well as any additional information or content shared with you by the Company as the we see fit. You understand this means you have been granted a limited, revocable, non-transferable license to read and use the information provided for use in your business and life, as instructed or allowed by the Company. As a "licensee" you understand and agree that you will not copy, edit, distribute, duplicate or steal any information or content obtained through the program of learning without written permission by the Company; post, distribute, copy, steal, or otherwise use any portion of the program of learning without written permission by the Company, and you understand that any such use may constitute infringement; or share purchased materials, information, or content with others who have not purchased them.