GroupEx PRO ("GXP") Terms and Conditions

Please read these GroupEx PRO Terms and Conditions carefully before using ("the Site") operated by Sunshine Fitness Resources LLC (GXP and Sunshine Fitness Resources may hereafter be collectively referred to as "GXP", "us", "we", or "our").

These Terms and Conditions, together with the GXP Account Agreement and GXP Privacy Policy set forth the legally binding terms and conditions for your use of the Site at

By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions.

Intellectual Property
The Site and its original content, features and functionality are owned by GXP and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

No Competitive Use
You may not register for or use the Site to monitor or test its performance or for other benchmarking or competitive purposes.

Your Content
You retain ownership of all data uploaded to the Site including: files, text, images, and other content your Permitted Account Users upload to our service. The display of the content you upload to the Site is subject to the settings you set within the application, with the exception of schedule information that is always publicly viewable. GXP has no liability to Account Holder or any third party for any display or disclosure of your content by other users of the Service to whom Account Holder has provided access.

Confidential Information
Each of the parties hereto shall hold all information exchanged or obtained about the other party(ies) or its members or affiliates ("Confidential Information") in trust and confidence and shall not: (i) use any such information for its own benefit, (ii) disclose or permit to be disclosed any such information to any other person during the Agreement or at any time thereafter, and (iii) use any such information for the benefit of any third party. Notwithstanding the above, Confidential Information shall not include information which is (A) already known by the recipient party without an obligation of confidentiality, (B) publicly known or becomes publicly known through no unauthorized act of the recipient party, (C) disclosed to the recipient party by a third party not in violation of any obligations of confidentiality to the disclosing party, (D) independently developed by the recipient party without use of the Confidential Information, (E) disclosed without similar restrictions by the disclosing party to a third party, (F) approved by the disclosing party for disclosure, (G) required to be disclosed pursuant to a requirement of a governmental agency or law, so long as the recipient party provides the disclosing party with timely written notice of such requirement prior to any such disclosure in order to provide the disclosing party an opportunity to prevent or limit such disclosure, or (H) disclosed to third parties providing financing, insurance, legal or brokerage services to, or potential purchasers of, the recipient party, provided such disclosure is on a confidential basis and any such third party is bound by a similar confidentiality agreement. Nothing herein shall be construed to limit or prevent the use or disclosure of Confidential Information by the party owning such Confidential Information.

Ownership Rights
Each of the parties hereto shall maintain its ownership rights in its respective Confidential Information and/or Intellectual Property, and nothing herein shall be construed as granting any license from one party to the other of its Confidential Information or Intellectual Property, unless so granted in a separate license agreement.

Links to Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by GXP. GXP has no control over, and assumes no responsibility or liability whatsoever for, the content, privacy policies, or practices of any third party sites or services. We strongly advise you to read the terms and conditions and privacy policy of any third-party site that you visit.

Each of the parties agrees to defend, indemnify, protect, and hold the other party(ies), and, if applicable, their respective shareholders, officers, directors, members, managers, employees and agents, harmless from and against any and all claims, liabilities, and obligations of every kind and description arising because of, or related to, the acts or omissions of the indemnifying party in performing its obligations pursuant to this Agreement; provided, however, that none of the parties hereto shall be required to defend, indemnify, protect or hold the other party(ies) harmless from and against any claims, liabilities and obligations arising from the gross negligence or willful or wanton misconduct of the party seeking or claiming indemnification, or of its shareholders, officers, directors, members, managers, employees and/or agents.

Warranty Disclaimer
You acknowledge that the Site is an internet delivered software application and, as such, may experience downtime. GXP makes no representations or warranties with respect to the Site, including its application program interfaces, whether express or implied. GXP does not warrant the Site will be error-free or operate without interruptions or downtime.

Limitation of Liability
Account Holder understands and agrees that any liability of GXP regarding access to the Site and the provision of the Services shall be limited to the amount of any fees actually received by GXP in connection with the GXP Account Agreement, and shall not include any special, incidental, consequential, indirect or punitive damages, any damages based on injury to person or property, any lost sales or profits or other third-party damages, unless caused by GXP’s intentional misconduct, and Account Holder shall hold GXP harmless from any such damages or liability.

Application of Colorado Law; Exclusive Venue.
The Agreement, including the Terms and Conditions and Privacy Policy, and the application of interpretation hereof shall be governed exclusively by its terms and by the laws of the State of Colorado. Exclusive jurisdiction and venue for all matters hereunder shall be in Boulder County, Colorado and the parties agree to submit to such exclusive jurisdiction and venue.

We provide the Site in accordance with the GXP Privacy Policy. You acknowledge that your use of the Services is governed by the GXP Privacy Policy, attached hereto and incorporated herein.

You may not assign your rights or delegate your responsibilities under these Terms and Conditions, the GXP Account Agreement or the GXP Privacy Policy without our prior written consent. We may not assign our rights or delegate our responsibilities under these Terms and Conditions, the GXP Account Agreement or the GXP Privacy Policy without your prior written consent; provided, however, that we may assign our rights and/or delegate our responsibilities under these Terms and Conditions, the GXP Account Agreement and/or the GXP Privacy Policy to (i) any of our majority-owned and controlled subsidiaries or (ii) any entity that acquires all or any portion of our business or assets, whether such acquisition is structured as an asset purchase, a securities purchase, a merger or otherwise.

Changes to Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated version on the Site. Your continued use of the Site after any such modification or replacement constitutes your acceptance of the new Terms and Conditions.