---
title: Exos B2B Digital Apps License
---

[![LOGO](https://www.teamexos.com/hubfs/2022_quiz/LOGO.svg "LOGO")](https://www.teamexos.com)

# Digital Solution Agreement

To be entered into via Order Form (published 03.07.22)

**Digital Solution Agreement**

This Digital Solution Agreement (the “**Agreement**”) is dated as of the “Effective Date” provided in an applicable Order Form referencing this Agreement, and is made between EXOS Works, Inc., a New Jersey corporation located at 2629 E. Rose Garden Lane, Phoenix, AZ 85050 (“**Exos**,” “**we**,” “**us**” or “**our**”) and the party listed as “Customer” or “Subscriber” in such Order Form (“**Subscriber,**” “**you**” or “**your**”). It governs how Exos provides digital applications for fitness. 

1. **Services and License Grant**
2. **Term and Termination**.
3. **Fees; Expenses; Invoicing**. 
4. **Representations**
5. **Internal Marketing; Publicity**.
6. **Confidential Information**. Recipient will protect Discloser’s Confidential Information from unauthorized use, access or disclosure in the same manner as it protects its own Confidential Information, and with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, Recipient may use Discloser’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement and shall disclose such Confidential Information: (a) solely to the employees and/or contractors who need to know it and who are bound by terms of confidentiality intended to prevent the misuse of thereof; (b) as necessary to comply with any valid court order (provided Recipient first gives Discloser, where legally permitted, an opportunity to oppose such disclosure); or (c) as reasonably necessary to comply with any other applicable law or regulation. The foregoing controls over any non-disclosure agreement of the parties with respect to Confidential Information disclosed following the Effective Date. 
7. **Indemnification**.
8. **Disclaimer and Limitation of Liability**.
9. **Employee Non-Solicitation.** Subscriber agrees that during the Term, and for one year thereafter, Subscriber shall not, directly or indirectly, (a) hire as an employee, agent, advisor, or consultant any employee of Exos or its Affiliates who provided Services to Subscriber or (b) encourage any employee of Exos or its Affiliates who provided Services to Subscriber to end or alter his or her relationship with Exos (other than via any general solicitation or advertisement).
10. **Assignment**. Each party may assign all of its rights and obligations under this Agreement and all Order Forms to a successor to all or substantially of its business, provided that it notifies the ​​other party promptly thereafter. Any other assignment is void. Subject to the foregoing, this Agreement and any Order Forms shall inure to the benefit of, and be binding upon, successors and permitted assigns.
11. **Ownership. **
12. **Member Provisioning.**  From time to time upon the reasonable request of Exos, Subscriber will provide Exos a report of all persons eligible to be or become Members with access to the Virtual Fitness Apps. Thereafter, Exos shall promptly remove access to the Virtual Fitness Apps from all persons who are no longer eligible to be Members.   
13. **Entire Agreement**. This Agreement, including any  accompanying Order Form or exhibit is the entire agreement of the parties with respect to its subject matter, superseding any prior understandings, written or oral. No purchase order, unless manually executed by both parties, entered into before or after the execution of this Agreement, will inform the interpretation of this Agreement, or be or remain binding on the parties, and they shall be void. Notwithstanding 
14. **Amendment and Waiver**. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against Exos or Subscriber unless such modification, amendment or waiver is in writing signed by both parties either manually or via a third party e-sign platform. No waiver by either party of its exercise of any right or power under this Agreement shall operate as a waiver of any other exercise of such right or power of such party. No delay on the part of either party in exercising any right or power under this Agreement shall operate as a waiver thereof.
15. **Severability**. Any unenforceable term of this Agreement shall be reformed to reflect the parties’ original intentions to the maximum possible extent, and all other terms shall remain fully effective. 
16. **Notices**. Notices under this Agreement must be sent to the address specified in the recitals or an Order Form, to legal-notices@teamexos.com in the case of email notice to Exos, or to any other address specified for a party via a notice. Notices must be sent via certified mail or overnight courier and will be deemed delivered upon receipt; provided notices may also be sent via email, and such notices will be effective if and when acknowledged by reply email. 
17. **Governing Law and Jurisdiction**. This Agreement is  governed by New York law. The state and federal courts of New York County, NY are the exclusive venue to resolve any dispute between the parties, and the parties waive any objection that such courts are an inconvenient forum; provided that no adequate remedy may exist at law for a breach Sections 4.3 or 6, it would be difficult to determine any related damages, and therefore the non-breaching party is entitled to seek an injunction and no other remedies in any court of competent jurisdiction to prevent or restrain any such breach. THE PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY DISPUTE BETWEEN THEM AND AGREE TO RESOLVE CLAIMS ON AN INDIVIDUAL BASIS ONLY. Accordingly, neither party can bring or participate in a dispute as a plaintiff or class member in a class action, consolidated action, or representative action.
18. **Miscellaneous**. The parties are independent contractors and not partners or agents. The rights and remedies under this Agreement are cumulative and not exclusive. The interpretation of this Agreement shall not be construed against either party. “Including” means “including, without limitation.”
19. **Definitions**

“**Affiliate**” means, any entity directly or indirectly controlled by, controlling, or under common control; 

“**Confidential Information**” means all information disclosed by a party (“**Discloser**”) to the other party (“**Recipient**”) which is in tangible form and designated as confidential, and all information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, but in all cases excluding information that: (a) was already known to Recipient at the time of disclosure; (b) is obtained by Recipient from a third party not under a duty of confidentiality to Discloser; (c) is or becomes available to the public other than by violation of any rights or duty owed to Discloser; or (d) is independently developed by the Recipient without the use of the Confidential Information. Without limiting the foregoing, the terms of this Agreement and each Order Form are Exos’ Confidential Information.

“**Documentation**” means each Order Form and any Exos publication specifying the functions or limitations of the Services.

“**Member**” means any employee or other person Subscriber has authorized to access the Services;

“**Member Data**” means all information or material that a Member uploads to Services or otherwise discloses to Exos in connection therewith;

“**Order Form**” means any order form provided by Exos referring to this Agreement entered into by the parties.

“**Proprietary Rights**” means all rights, title, and interest in and to the Services and all content therein, including, but not limited to, copyrights, trademarks, trade secrets, deliverables, documentation, processes, know-how or technology developed or owned by Exos or its Affiliates, and any modifications or derivative works thereof; and

“**Services**” means the Virtual Fitness Apps.

“**Subscriber Data**” means all information or material that Subscriber uploads to Services or otherwise discloses to Exos in connection therewith; 

“**Subscription Term**” means the committed period for which Subscriber has agreed to subscribe to one or more Services; and

“**Virtual Fitness Apps**” means the Exos virtual fitness and wellness applications identified in an Order Form.

 

**[End of Agreement]**

CURRENT AGREEMENT

You have just read the historical version of this document superseded by our [Current Digital Solutions Agreement ](https://legal-docs.teamexos.com/digital-apps-license-0?hsLang=en)