TERMS & CONDITIONS

Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of all products, services, software, and websites operated by OPEX Fitness LLC (“OPEX”, “CoachRx”, “LearnRx”, “we”, “us”, or “our”), including:

  • OPEX public websites (including, without limitation, opexfit.com and related properties);

  • The OPEX Method coaching mentorship program;

  • The CoachRx software platform (web and mobile);

  • The LearnRx education platform and all associated educational content and courses; and

  • Any other online or offline products, services, events, or materials we make available (collectively, the “Services”).

By accessing or using any of the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you have any questions, you can contact us at:

Email: support@opexfit.com

Important: These Terms contain important limitations of liability, disclaimers of warranties, and an agreement to resolve disputes through binding arbitration on an individual basis, not in a class or jury trial.

1. Eligibility & Your Agreement

You may use the Services only if:

  • You are at least the age of majority in your jurisdiction of residence; and

  • You have the legal capacity to enter into a binding agreement.

By using the Services, you represent and warrant that you meet these requirements and that you will comply with these Terms and all applicable laws.

If you access the Services from outside the United States, you are responsible for complying with all local laws. You must not access or use the Services where doing so is illegal, and you agree that you, not OPEX, are solely responsible for compliance with your local laws.

2. Scope of Services & Relationship

The Services include (but are not limited to):

  • CoachRx: software for coaches and organizations to manage clients, design and deliver programs, track data, and communicate.

  • LearnRx: digital education, courses, and learning content for coaches and fitness professionals.

  • OPEX: educational products, live events, mentorship programs, content, and related offerings.

We provide tools, education, and systems. We do not provide medical care, medical advice, or individualized treatment plans, and we are not responsible for the coaching or services that coaches deliver to their clients using our platforms.

3. Accounts & Organization Owners

To use certain parts of the Services (for example, CoachRx or LearnRx), you must create an account (“Account”). You agree to:

  • Provide true, accurate, current, and complete information;

  • Keep your Account details up to date;

  • Maintain the security of your login credentials; and

  • Accept responsibility for all activity that occurs under your Account.

If you are an organization owner (for example, gym owner or head coach using CoachRx for multiple coaches), you are responsible for:

  • Managing your organization’s subscription, including tier selection, upgrades, and downgrades;

  • Adding/removing coaches and clients from your organization; and

  • Ensuring your coaches and team members comply with these Terms.

If we believe any information is inaccurate, incomplete, or misleading, or if your use of the Services violates these Terms, we may suspend or terminate your Account at our discretion.

4. Subscriptions, Billing & Tiers (CoachRx, LearnRx, OPEX)

4.1 Subscription Model

Some Services (including CoachRx, LearnRx, and certain OPEX educational products) are offered on a subscription basis, billed monthly or annually.

By starting a subscription, you authorize us (or our third-party payment processor) to charge the payment method you provide for recurring fees until you cancel, as described in this Section.

4.2 CoachRx Tiers & Responsibility for Upgrades/Downgrades

CoachRx uses a tiered subscription model based primarily on the number of active clients attached to your Account or organization.

  • You, as the coach or organization owner, are solely responsible for selecting the appropriate tier,managing upgrades or downgrades and cancellations through your account settings.

  • CoachRx does not automatically upgrade or downgrade your tier based on client counts unless explicitly stated in your specific plan terms.

  • Until you change tier or cancel, your current subscription and billing amount will continue.

If your active client count exceeds the tier limits and you fail to upgrade, we may:

  • Contact you and request an upgrade;

  • Adjust your tier for future billing periods; and/or

  • Limit or suspend access to certain functionality until your Account is brought back into compliance.

4.3 Trials (CoachRx)

We may offer a free or discounted trial for CoachRx or other Services from time to time.

  • Trial eligibility, duration, and terms will be clearly stated at sign-up.

  • Trials are intended for new users and may be limited to one trial per organization.

  • Unless otherwise stated, at the end of any trial period, your subscription will automatically convert to a paid subscription under the plan selected at sign-up, and your payment method will be charged, unless you cancel before the trial ends.

Trial fees and charges are non-refundable. If you do not wish to continue after your trial, you must cancel by vising your account settings before the trial period expires.

4.4 Renewals & Cancellations

All subscriptions renew automatically at the end of each billing period (monthly or annually), unless you cancel.

  • You may cancel at any time via your account settings or by contacting support with at least a 48 hour notice prior to  your next billing date.

  • Cancellations take effect at the end of the current billing period. You will retain access through the end of the period you have already paid for.

We do not provide refunds or credits for partial billing periods, unused time, or unused features, except where required by applicable law.

4.5 Fees, Taxes & Changes to Pricing

Subscription fees, product pricing, and any applicable taxes will be disclosed at the time of purchase.

  • You authorize us to charge the fees and any applicable taxes to your selected payment method.

  • You are responsible for any overdraft fees or other charges your payment provider may impose.

We may change our pricing and plan structures from time to time. When we do:

  • We will provide notice in advance of any price increase that affects your active subscription.

  • Continued use of the Services after the effective date of the price change constitutes your acceptance of the new pricing.

  • If you do not agree to a price change, you must cancel your subscription before it takes effect.

5. Refund Policy

Unless otherwise expressly stated in writing at the time of purchase:

  • All fees for subscriptions (CoachRx, LearnRx) and OPEX educational courses, memberships, seminars, mentorships, merchandise and events are non-refundable.

  • Physical products (if offered) may be subject to limited return rights described in our Purchase and Shipping Policy below.

If mandated by law in your jurisdiction (for example, certain consumer cooling-off periods), we will comply with those minimum legal requirements. Other than that, all sales are final.

6. Privacy & Data Use

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference and available at:

https://www.opexfit.com/privacy-policy

By using the Services, you consent to:

  • The collection, use, storage, and sharing of your personal information as described in the Privacy Policy; and

  • Our use of aggregated, de-identified, or anonymized data for analytics, improvement of the Services, research, and other lawful purposes.

6.1 Data Sharing & Integrations

To operate the Services, we may share your data with:

  • Service providers and processors who assist us (e.g., hosting, payment processing, email delivery, customer support);

  • Integration partners (for example, wearables, third-party tracking apps, or nutrition tools) that you connect or authorize within your account; and

  • As otherwise permitted or required by law.

When you connect a third-party integration (such as a wearable, tracking app, or another software tool), you direct us to receive and/or share data with that partner according to their terms and privacy practices. We are not responsible for the privacy or security practices of third-party services.

7. Acceptable Use

You agree not to:

  • Use the Services for any unlawful, harmful, fraudulent, or malicious purpose;

  • Interfere with or disrupt the operation of the Services or other users’ enjoyment of the Services;

  • Access or attempt to access the Services by any means other than our publicly supported interfaces;

  • Circumvent, disable, or otherwise interfere with security-related features;
    Use the Services to send spam, chain letters, mass unsolicited messages, or other similar communications;

  • Upload or transmit any content that:

    • Infringes any copyright, trademark, trade secret, patent, or other proprietary rights;

    • Is defamatory, obscene, abusive, harassing, hateful, discriminatory, or otherwise objectionable;

    • Promotes illegal activity;
      Exploits, harms, or attempts to exploit or harm any person; or

    • Contains nudity or adult content not suitable for a professional audience.

  • Harvest or collect personal information of others without their consent;

  • Attempt to reverse engineer, decompile, or derive the source code of the Services (except where explicitly permitted by law).

We reserve the right (but do not have the obligation) to review, remove, or restrict access to any content or Account that we believe violates these Terms.

8. Intellectual Property

All content and materials in the Services- including but not limited to software, code, text, graphics, logos, icons, images, video, audio, design, and compilation (collectively, “OPEX Content”)- are owned by OPEX or its licensors and are protected by copyright and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use the Services and OPEX Content solely for your personal or professional coaching and educational use, in line with these Terms.

You may not:

  • Copy, reproduce, modify, publish, distribute, transmit, display, sell, license, or otherwise exploit any OPEX Content, except as expressly permitted;

  • Remove or alter any copyright, trademark, or other proprietary notices; or

  • Use any OPEX or CoachRx trademarks, logos, or branding without our prior written consent.

9. Your Content & License to OPEX

In using the Services, you may upload, post, store, or transmit content, including but not limited to assessments, programs, notes, messages, metrics, videos, and other information (“User Content”).

You retain all rights to your User Content, subject to the rights granted below.

By submitting User Content to the Services, you grant OPEX a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

  • Use, reproduce, store, display, modify, and create derivative works from your User Content solely for the purpose of operating, maintaining, improving, and providing the Services (including backups, analytics, and product development);

  • Use aggregated or anonymized forms of your data for analytics, product improvement, research, and other lawful purposes.

We do not sell your identifiable User Content to third parties.

You represent and warrant that:

  • You have all necessary rights to submit User Content and grant the above license; and

  • Your User Content, and our use of it as permitted by these Terms, does not infringe or violate any third-party rights or laws.

10. Health & Medical Disclaimer

The Services, including all information, programs, tools, and content provided by OPEX, CoachRx, LearnRx, or any third party through the Services, are intended for educational and general informational purposes only.

They are not medical advice, and they are not a substitute for:

  • Diagnosis, treatment, or care by a physician or other qualified healthcare provider;

  • Personalized medical or mental health care; or

  • Emergency services of any kind.

You should:

  • Consult a physician or qualified healthcare professional before starting any exercise, nutrition, or lifestyle program;

  • Never disregard or delay seeking medical advice because of something you have read or accessed through the Services; and

  • Call emergency services (e.g., 911 in the U.S.) if you believe you may be experiencing a medical emergency.

You understand that there are inherent risks in exercise and physical activity. You assume all risk of injury or damage to health arising from your use of the Services, including any exercise or programs derived from or facilitated by them.

11. Disclaimers of Warranties

THE SERVICES AND ALL CONTENT PROVIDED THROUGH THEM ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” AND ARE USED AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPEX AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY;

  • FITNESS FOR A PARTICULAR PURPOSE;

  • NON-INFRINGEMENT;

  • ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT OR DATA; AND

  • AVAILABILITY OR UNINTERRUPTED OPERATION OF THE SERVICES.

We do not warrant that:

  • The Services will be error-free, secure, or free of viruses or other harmful components;

  • Any particular result will be achieved through use of the Services; or

  • Programs, guidance, or content accessed via the Services are appropriate for your specific circumstances.

No oral or written information or advice given by OPEX or its representatives creates any warranty not expressly stated in these Terms.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL OPEX OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • IN NO EVENT SHALL OPEX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS EXCEED THE AMOUNT YOU PAID TO OPEX FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, the limitations above shall apply to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless OPEX and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Your use of the Services;

  • Your User Content;

  • Your violation of these Terms; or

  • Your violation of any applicable law or third-party rights.

14. Physical Products, Purchases & Shipping (If Applicable)

From time to time, we may offer physical merchandise or products via the Services. Any such purchases are additionally governed by the Purchase and Shipping Policy in this section.

  • Prices are listed in U.S. dollars and do not include shipping, handling, or applicable taxes unless stated.

  • Title and risk of loss for physical goods pass to you upon delivery to the carrier.

  • You are responsible for any customs, duties, or import taxes on international orders.

  • Returned products may be subject to restocking fees and shipping charges, as specified at purchase.

For seminars, courses, memberships, and educational events, purchases are non-refundable as described above.

15. Changes to the Services & These Terms

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice.

We may also update these Terms from time to time. When we do:

  • We will update the “Last updated” date at the top; and

  • Where required, we will provide additional notice (for example, by email or in-app notification).

Your continued use of the Services after updated Terms take effect constitutes your acceptance of the changes. If you do not agree, you must stop using the Services.

16. Third-Party Links & Services

The Services may contain links or integrations to third-party websites, apps, or services. These are provided for convenience only.

  • We do not control or endorse third-party sites or services.

  • We are not responsible for their content, policies, or practices.

  • Your use of third-party services is at your own risk and governed by their terms and policies.

17. Governing Law & Dispute Resolution (Arbitration)

These Terms and any disputes arising out of or relating to them or the Services are governed by the laws of the State of Arizona, USA, and the federal laws of the United States applicable therein, without regard to conflict of laws principles.

You agree that:

  • Any dispute arising from or relating to these Terms or the Services shall be resolved exclusively by binding arbitration in Scottsdale, Arizona, rather than in court;

  • Arbitration shall be conducted by a single arbitrator, and no party shall be entitled to attorneys’ fees or costs;

  • Any claim must be brought within twenty-one (21) months after the claim accrues, or it is permanently barred;

  • Your total damages, if any, shall not exceed the amount paid by you to OPEX for the Services giving rise to the claim.

You further agree:

  • To waive any right to a trial by jury; and

  • To waive participation in any class action or class-wide arbitration. You may only bring claims on an individual basis.

If, for any reason, a claim proceeds in court rather than in arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.

18. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

19. Assignment

We may assign our rights and obligations under these Terms in whole or in part at any time, with or without notice. These Terms will inure to the benefit of our successors, assigns, and licensees.

You may not assign these Terms or any rights or obligations under them without our prior written consent.

20. No Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision or of the right to enforce it in the future.

21. Interpretation

References to “OPEX”, “CoachRx”, “LearnRx”, “we”, “us”, and “our” should be interpreted consistently as Optimum Performance Training, Inc. and its affiliates. Headings are for convenience only and do not affect interpretation.

22. Survival

The following sections survive termination of your account or your use of the Services:

Intellectual Property, Your Content & License to OPEX, Health & Medical Disclaimer, Disclaimers of Warranties, Limitation of Liability, Indemnification, Governing Law & Dispute Resolution, Severability, Assignment, No Waiver, Interpretation, Survival, and any other provisions which by their nature should survive.