Terms of Sale

RATEFIT, LLC

TERMS OF SALE

For all Products

Effective Date: May 15, 2026

Privileged & Confidential — Attorney Work Product

1. SCOPE; APPLICATION OF THESE TERMS

1.1 Application. These Terms apply to all sales of products to consumers (“you,” “your,” “Customer”) through any website operated by RateFit, including www.ratefit.com or any other URL designated by us (each, a “Site”). The products sold by RateFit consist of athletic apparel and related merchandise (each, a “Product,” and collectively the “Products”), including, without limitation, performance tops, bottoms, outerwear, base layers, compression wear, socks, headwear, gloves, accessories, and gift cards. RateFit determines, in its sole discretion, the category to which any Product belongs, as may be identified on the applicable product page or in the order confirmation.

These Terms apply in addition to RateFit’s Website Terms of Service, Privacy Policy, and any other policies posted on the Site (collectively, “RateFit Policies”). If there is any conflict between these Terms and any other RateFit Policy regarding a sale, these Terms control with respect to that sale, except that the applicable Returns & Exchanges Policy (the “Returns Policy”) controls with respect to returns and exchanges (see Section 5).

1.2 Product-Specific Terms. Specific Products may be subject to additional or different terms disclosed on the applicable product page, in the order confirmation, or in materials shipped with the Product (including manufacturer hangtags, care labels, safety warnings, and the like) (“Product-Specific Terms”). Product-Specific Terms are provided prior to or at the time of sale and are deemed accepted upon purchase. Where Product-Specific Terms differ from these Terms, the Product-Specific Terms control with respect to that Product.

1.3 Eligibility. You must be at least 18 years of age (or the age of majority in your state of residence, if higher) and a resident of the United States to place an order. By placing an order, you represent that you meet these requirements and that the information you provide is accurate and complete.

1.4 Geographic Scope. RateFit sells Products to customers with valid shipping addresses within the fifty (50) United States and the District of Columbia. We do not ship to U.S. territories, APO/FPO/DPO addresses, freight forwarders, or any international destination. Orders identified as destined for non-permitted addresses may be cancelled in our discretion. Shipping methods, transit times, and charges may differ for Products shipped to Alaska, Hawaii, and other remote U.S. destinations, and additional shipping surcharges may apply at checkout (see Section 4.1).

1.5 Guest Checkout. You may place an order as a registered account holder, or in some cases, as a guest. Whether you check out as a guest or with an account, these Terms apply to your purchase. If you create an account, you are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

1.6 Personal, Non-Commercial Use. Products are sold for personal, non-commercial use only. Resale, redistribution, or commercial exploitation of Products is prohibited as further described in Section 2.7. RateFit may refuse or cancel any order that we reasonably believe is for resale or commercial use.

2. ORDER FORMATION; ORDER ACCEPTANCE; ANTI-BOT

2.1 Offer and Acceptance. Information on the Site, including pricing and product descriptions, is an invitation to make an offer, not an offer to sell. Your placement of an order is your offer to purchase the Product on these Terms. NO CONTRACT IS FORMED, AND RATEFIT HAS NO OBLIGATION TO SHIP, UNTIL RATEFIT ACCEPTS YOUR ORDER. RATEFIT ACCEPTS YOUR ORDER WHEN IT EITHER (A) SHIPS THE ORDERED PRODUCTS OR (B) ISSUES A SHIPMENT CONFIRMATION EMAIL, WHICHEVER OCCURS FIRST. Receipt of an “order received” or similar acknowledgment does not constitute acceptance. Acceptance may be partial; we may accept your order for some Products and cancel it for others.

2.2 Right to Refuse or Cancel. RateFit reserves the right, at any time and for any reason before or after acceptance, in our sole discretion, to refuse, limit, or cancel any order, including: (a) the Product is unavailable from the manufacturer or otherwise out of stock; (b) the order appears to be fraudulent, placed by a reseller, or otherwise not for personal consumer use; (c) the order contains a pricing or descriptive error (see Section 2.5); (d) the shipping destination is outside our service area or in a jurisdiction where we cannot lawfully sell or ship the Product; or (e) we are unable to verify your billing or shipping information. If we cancel an order after charging your payment method, we will refund the charge.

2.3 Order Limits. RateFit may, in our sole discretion, limit the quantity of any Product per customer, per household, per credit card, per shipping address, or any other method, including in connection with drops, limited releases, or promotional periods.

2.4 Pricing and Currency. All prices are stated in U.S. dollars unless otherwise indicated. Prices are subject to change without notice; the price applicable to your order is the price stated at the time RateFit accepts the order. Prices do not include sales tax or shipping charges, both of which are calculated at checkout and added to the order total.

2.5 Pricing and Descriptive Errors. The Site may occasionally contain pricing errors, descriptive inaccuracies, or omissions related to Products. RateFit reserves the right to correct any such errors and to refuse or cancel any order based on incorrect information, even after the order has been accepted and payment processed. If RateFit identifies a pricing or description error after order submission, RateFit may, at its option: (a) contact you to confirm whether you want to proceed at the corrected price, cancel the order for a full refund, or substitute a comparable Product; (b) cancel the order and issue a full refund of any charges; or (c) honor the corrected price. We are not obligated to honor any order placed at an incorrect price.

2.6 Promotional and Discount Codes. RateFit may issue promotional codes, discount codes, store credits, or similar offers from time to time (each, a “Code”). Each Code is subject to the specific terms disclosed at the time of issuance and the following general rules unless expressly stated otherwise: (a) one Code per order; (b) not combinable with other Codes or offers; (c) no cash value and non-transferable; (d) not valid on Final Sale items, gift cards, or shipping charges; (e) may exclude certain Products or collections; (f) may be revoked, modified, or expired at any time at our discretion; (g) void where prohibited; (h) Codes designated as single-use are valid for one (1) transaction only, and any unused portion is forfeited; (i) Codes designated as first-purchase, new-customer, or new-subscriber offers are limited to one Code redemption per customer and per household; (j) Codes designated for use by specific eligible groups (including without limitation employee discount codes, military or first-responder codes, student codes, and affiliate or influencer codes) are valid only when used by an eligible person and may not be shared, sold, or transferred — use by an ineligible person, or distribution of such Codes outside the eligible group, constitutes a material breach of these Terms and may result in cancellation of the order, forfeiture of the discount, recovery of the discount amount, and suspension of the customer account; and (k) Codes are valid only for the time period disclosed at issuance; if no time period is disclosed, Codes expire ninety (90) days after issuance. If a return reduces the order total below a discount threshold, the discount may be forfeited and the refund adjusted accordingly. The use of automated tools, bots, scripts, multiple accounts, multiple email addresses, or any other circumvention to obtain or apply Codes beyond their disclosed limits is prohibited and is grounds for cancellation of the affected order(s) and recovery of any improper discount.

2.7 Anti-Bot; No Resale; Authorized Purchasers. You may purchase Products only through the Site and only for personal, non-commercial use. You may not, directly or indirectly: (a) use any automated means, including bots, scripts, scrapers, or browser extensions, to access the Site, search for Products, add items to cart, or place orders; (b) circumvent any technical measure used to limit purchase quantities, allocate inventory, or prevent automated purchases; (c) use multiple accounts, identities, payment methods, or shipping addresses to evade purchase limits; or (d) misrepresent your identity, location, or payment information. Orders that violate this Section may be cancelled without notice, and we may, at our discretion, block accounts, devices, or shipping addresses associated with the violation. Resale of Products in violation of these Terms voids any applicable warranty.

2.8 No Other Representations. No statement, response, or output made by any RateFit employee, customer service representative, sales agent, automated tool, artificial-intelligence assistant, chatbot, virtual agent, or other automated communication system, marketing material, social media post, third-party reviewer, or other source modifies these Terms or creates any obligation, warranty, or representation by RateFit that is not expressly stated in these Terms. Output generated by automated tools or AI assistants is provided for convenience only, may contain errors or inaccuracies, and is not a substitute for these Terms or the applicable RateFit Policies. To the extent any automated tool output conflicts with these Terms or the applicable RateFit Policies, these Terms and the Policies control.

2.9 Automated Tools and AI Assistants. Some interactions with RateFit may be handled by automated tools, including artificial-intelligence chatbots, virtual assistants, or similar systems (collectively, “Automated Tools”). You acknowledge that: (a) Automated Tools may produce inaccurate, incomplete, or outdated information; (b) Automated Tools cannot bind RateFit to any term, condition, refund, discount, warranty, or representation not expressly stated in these Terms or the applicable RateFit Policies; (c) where Automated Tool output conflicts with these Terms or applicable Policies, these Terms and the Policies control; and (d) you should not rely on Automated Tool output for material decisions without verification through these Terms, the applicable Policies, or contact with a human RateFit representative.

3. PAYMENT; PAYMENT PROCESSING

3.1 Accepted Payment Methods; Shopify. RateFit accepts the payment methods displayed at checkout, which may include major credit and debit cards, digital wallets (such as Apple Pay, Google Pay, and Shop Pay), PayPal, RateFit gift cards, and the third-party financing options described in Section 3.4. The e-commerce platform and payment processing activities on the Site are provided by Shopify Inc. Your transactions are subject to Shopify’s terms and privacy practices, in addition to these Terms and RateFit Policies. RateFit is not a payment processor and does not store your full payment card data; payment data is handled by Shopify and the applicable card networks in compliance with PCI-DSS standards.

3.2 Authorization; When You Are Charged. By providing a payment method, you authorize RateFit (and our payment processor) to charge the payment method for the full amount of your order, including any taxes and shipping charges, at the time you place the order. You represent and warrant that you are authorized to use the payment method. If your payment method is declined or otherwise cannot be charged, your order will not be accepted.

3.3 Taxes. You are responsible for all applicable sales, use, excise, and similar transaction taxes on your order. Sales tax is calculated at checkout based on your shipping address and applicable tax rates and added to the order total.

3.4 Third-Party Financing (Pay Over Time). RateFit may offer financing or pay-over-time options provided by third parties such as Affirm, Klarna, Shop Pay Installments, or other third-party financial service providers (“Financing Provider”). Any financing arrangement is solely between you and the Financing Provider and is governed by the Financing Provider’s separate terms, disclosures, and privacy policies, which you must review and accept directly with the Financing Provider. RateFit is not a party to your financing agreement, does not make credit decisions, and is not responsible for the terms, fees, interest rates, billing, payment processing, dispute resolution, or any other aspect of your relationship with the Financing Provider. Approval for financing is determined solely by the Financing Provider. If you have a billing or other dispute with the Financing Provider, you must address it directly with them.

3.5 Failed or Reversed Payments. If your payment is reversed, charged back, or otherwise not received by RateFit after the Product has shipped or been delivered, RateFit may, in addition to any other available remedy: (a) cancel any pending or future orders; (b) recover the Product (at your expense); (c) recover the unpaid amounts plus reasonable collection costs (including attorneys’ fees) permitted by applicable law; and (d) charge a chargeback fee equal to RateFit’s actual costs incurred in responding to the chargeback, including bank fees and reasonable administrative costs.

3.6 Gift Cards. RateFit gift cards, where offered, are subject to the additional terms disclosed at the time of purchase (and any separately published RateFit Gift Card Terms) and the following general terms: (a) gift cards may be redeemed only on the Site and only for the purchase of Products; (b) gift cards are not redeemable for cash except where required by applicable law; (c) gift cards do not expire and are not subject to dormancy or inactivity fees, except where permitted by applicable law (see, e.g., 15 U.S.C. § 1693l-1; Cal. Civ. Code §§ 1749.45 et seq.); (d) lost, stolen, or damaged gift cards will not be replaced; (e) gift cards may not be resold or transferred for value; (f) RateFit reserves the right to deactivate gift cards that we reasonably suspect were obtained or used fraudulently or in violation of these Terms; and (g) gift cards are not valid for the purchase of additional gift cards.

4. SHIPPING; DELIVERY; RISK OF LOSS

4.1 Methods and Charges. Available shipping methods, estimated transit times, and applicable charges are displayed at checkout based on the ship-to address. Transit-time estimates are not guaranteed delivery dates. Additional shipping surcharges may apply to orders shipped to Alaska, Hawaii, and other remote U.S. destinations, and will be displayed at checkout prior to order submission.

4.2 Processing Time. Standard order processing time is one (1) to two (2) business days from order acceptance, excluding weekends and observed holidays. Promotional periods, product drops, and exceptional order volume may extend processing time.

4.3 Estimated Delivery Times. Estimated delivery times shown on the Site or at checkout are estimates only, are based on information from the carrier, and are not guaranteed. RateFit is not liable for delays caused by the carrier, weather, customs, supply-chain disruptions, or other events outside RateFit’s reasonable control (see Section 13.5).

4.4 Title; Risk of Loss. Title to the Product passes to you upon your receipt of delivery by the parcel carrier. Risk of loss for damage in transit remains with RateFit until your receipt of delivery, subject to your obligations to inspect and document damage under Section 4.6. After delivery, you bear the risk of loss, including for damage that occurs during your handling, storage, or use of the Product.

4.5 Address Accuracy. You are responsible for providing accurate and complete shipping information. Orders shipped to incorrect or incomplete addresses provided by you, or refused at delivery, may not be eligible for a refund of shipping charges. If returned to us, we will issue a refund for the Product price (less any non-recoverable shipping costs) upon receipt and inspection.

4.6 Damaged or Incorrect Items at Delivery. If you receive a Product that is damaged in transit, defective on arrival, or different from what you ordered, you must, within seven (7) days of delivery, notify RateFit at the email address in Section 15, providing your order number, photographs of the Product and packaging, and a description of the damage or shortage. If you fail to notify RateFit within that window, you accept the Product as delivered and your remedy for transit damage is limited to whatever recovery, if any, is available from the carrier (which may be none). This Section does not limit any non-waivable consumer rights under applicable law.

4.7 Remedy for Confirmed Transit Damage. If you have complied with Section 4.6 and RateFit confirms transit damage or shipment error, RateFit will, at RateFit’s option: (a) provide a prepaid return label and ship a replacement Product; or (b) refund the purchase price including shipping upon return of the Product (or, for damaged Products that need not be returned in our discretion, upon photographic confirmation).

4.8 Lost or Stolen Shipments. For shipments marked as delivered by the carrier but not received, contact RateFit at support@ratefit.com within seven (7) days of the carrier-marked delivery date. We will work with you and the carrier in good faith to investigate, but we make no guarantee of replacement or refund for shipments confirmed delivered by the carrier.

5. CANCELLATIONS, RETURNS, AND EXCHANGES

ALL SALES ARE FINAL ONCE A PRODUCT HAS SHIPPED, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4 (TRANSIT DAMAGE), THIS SECTION 5 AND THE RETURNS POLICY, OR THE APPLICABLE LIMITED WARRANTY UNDER SECTION 6.

5.1 Returns & Exchanges Policy; Incorporation by Reference. The operational mechanics of returns, exchanges, and refunds — including the return window, eligibility requirements, return-shipping mechanics, exchange terms, refund method and timing, and the procedures for initiating a return — are set forth in RateFit’s Returns & Exchanges Policy (the “Returns Policy”), available at [RETURNS POLICY URL], which is incorporated into these Terms by reference. The Returns Policy controls with respect to returns, exchanges, and refunds. In the event of a conflict between these Terms and the Returns Policy with respect to returns, exchanges, or refunds, the Returns Policy controls.

5.2 Cancellation Before Shipment. Once an order has been transmitted to our fulfillment provider, we are generally unable to cancel or modify it before shipment. If you wish to attempt cancellation, contact support@ratefit.com immediately after placing the order. If we are unable to cancel the order before shipment, you may return the Product under the Returns Policy.

5.3 Final Sale. Products marked “Final Sale” are sold on a non-returnable, non-exchangeable, non-refundable basis and are not eligible for return, exchange, refund, or credit, except as required by non-waivable consumer protection law. Final Sale status is identified on the Product page and at checkout, and is binding regardless of any subsequent inconsistent statement by any RateFit representative.

5.4 Damaged or Incorrect Items. Products that arrive damaged in transit, defective on arrival, or different from what you ordered are addressed under Section 4.6 (notification) and Section 4.7 (remedy), not under the Returns Policy. You must comply with the seven (7)-day notification requirement in Section 4.6 to preserve your remedy under Section 4.7.

5.5 Defective Products. Defects in materials or workmanship in delivered, accepted Products are addressed exclusively under the Limited Warranty in Section 6, not under this Section 5 or the Returns Policy. The remedy framework, exclusions, and procedures in Section 6 govern.

5.6 Refusal of Return or Exchange. RateFit reserves the right to refuse any return or exchange that does not comply with the conditions set forth in the Returns Policy, that we reasonably suspect involves fraud or abuse, or that involves Products outside the scope of returnable items as defined in the Returns Policy. Refused returns may, at RateFit’s option, be returned to you at your expense or held in accordance with the Returns Policy.

6. LIMITED WARRANTY

6.1 Limited Warranty Designation. Subject to the exclusions and conditions in this Section 6, RateFit warrants to the original purchaser that, for sixty (60) days from the date of delivery, the Products will be free from material defects in materials and workmanship under normal use. This is a “Limited Warranty” within the meaning of the Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.).

6.2 Exclusions. This warranty does not cover: (a) normal wear and tear, including pilling, fading, shrinkage within disclosed tolerances, and ordinary fabric stretching; (b) damage caused by misuse, abuse, accident, neglect, improper laundering, or failure to follow care instructions on the Product’s permanent care label; (c) alterations, repairs, or modifications not authorized by RateFit; (d) Products purchased from any source other than the Site; (e) cosmetic differences inherent to manufacturing variation; or (f) Products marked Final Sale.

6.3 Remedy. Your sole and exclusive remedy under this warranty is, at our option and within our sole discretion: (a) replacement with the same or a comparable Product; (b) repair, where commercially reasonable; or (c) refund of the purchase price. To request warranty service, contact support@ratefit.com with your order number, photographs of the issue, and a description of the defect.

6.4 No Transfer. This warranty is non-transferable and runs only to the original purchaser at the original ship-to address.

6.5 Disclaimer of Other Warranties. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 6, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RATEFIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL; TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THAT IMPLIED WARRANTY IS LIMITED IN DURATION TO THE DURATION OF THE LIMITED WARRANTY IN THIS SECTION 6, OR THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LONGER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

6.6 Reservation of Manufacturer and Upstream-Party Rights. To the fullest extent permitted by applicable law, RateFit reserves any and all rights it may have, at law or in equity, whether by contract, statute, or common law, to indemnification, contribution, defense, hold-harmless, or other recovery from any manufacturer, supplier, vendor, or other upstream party with respect to any claim alleging a defect in a Product, including claims for personal injury, property damage, or failure to warn, and including without limitation claims arising under 16 C.F.R. Part 1610 (flammability), 16 C.F.R. Part 423 (care labeling), the Textile Fiber Products Identification Act, or any analogous federal or state law. Customer agrees that RateFit may, to the extent permitted by applicable law, assign, tender, or otherwise transfer such claims to the responsible manufacturer or other upstream party.

6.7 No Alteration. RateFit does not alter, repackage, or modify Products. Any claims based on an alleged alteration after manufacture must be directed to the party responsible for such alteration.

7. PRODUCT SAFETY; CARE AND USE

7.1 Care Labels and Manufacturer Instructions. Products comply with the labeling requirements of the Federal Trade Commission’s Care Labeling Rule (16 C.F.R. Part 423) and the Textile Fiber Products Identification Act (15 U.S.C. §§ 70 et seq.), including the labeling of fiber content, country of origin, and laundering and care instructions. Fiber content, country of origin, and care information are provided by the manufacturer of each Product. Before laundering or using any Product, you must read and follow the care instructions on the Product’s permanent label. Failure to follow care instructions may shorten the useful life of the Product, void the warranty in Section 6, and, in some cases, create a safety hazard.

7.2 Flammability. Products sold by RateFit are required to comply with the flammability standards applicable to general wearing apparel (16 C.F.R. Part 1610). Compliance and any required testing are the responsibility of the manufacturer. Apparel that is loose-fitting, made of certain raw fibers (including untreated cotton, rayon, or fleece-like surfaces), or worn near open flame can ignite. Do not wear any Product near open flame, sparks, or other heat sources, and do not subject Products to chemical treatments, dyes, or after-market finishes that have not been validated by the manufacturer.

7.3 Allergen and Chemical Sensitization. Some Products contain dyes, finishes, elastane (spandex), latex (in elastic bands or trims), or metal fasteners (including nickel-containing snaps, zippers, or buckles) that may cause skin irritation, contact dermatitis, or allergic reaction in sensitive individuals. If you have known textile, dye, latex, elastane, or nickel sensitivity, review the Product’s fiber and trim disclosures before purchase and discontinue use if irritation occurs.

7.4 Compression Wear and Fit-Sensitive Apparel. Compression garments, athletic supports, and similar fit-sensitive Products are designed to be worn snugly. Wearing Products tighter than intended (including by selecting an undersized garment) may impair circulation, breathing, or comfort, particularly during extended wear, sleep, or strenuous activity. Discontinue use and consult a healthcare provider if you experience numbness, discoloration, breathing difficulty, or other adverse symptoms. Compression Products are not medical devices and are not intended to diagnose, treat, cure, or prevent any disease or condition.

7.5 California Proposition 65. Some Products may contain chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm. Where applicable, the Proposition 65 warning is provided on the product page and on the Product’s hangtag or label. For more information, see www.P65Warnings.ca.gov.

7.6 Acknowledgment. BY PURCHASING A PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE CARE INSTRUCTIONS AND WARNINGS REFERENCED IN THIS SECTION 7 AND THAT YOU ASSUME ALL RISKS ASSOCIATED WITH NORMAL USE AND CARE OF THE PRODUCT, EXCEPT TO THE EXTENT CAUSED BY A MATERIAL DEFECT IN THE PRODUCT ITSELF FOR WHICH RATEFIT IS RESPONSIBLE UNDER THE LIMITED WARRANTY IN SECTION 6 OR FOR WHICH RATEFIT IS LIABLE UNDER NON-WAIVABLE CONSUMER PROTECTION LAWS.

8. PRIVACY

RateFit’s collection, use, and disclosure of your personal information is governed by RateFit’s Privacy Policy, available on the Site, which is incorporated into these Terms by reference. To fulfill your order, RateFit shares relevant information with the contract manufacturer or fulfillment provider for the Product (including your name, shipping address, and contact information) and with payment processors and parcel carriers. RateFit may also share your personal information with its affiliates and use it for marketing and other purposes as described in RateFit’s Privacy Policy. The terms of RateFit’s Privacy Policy control with respect to data collection, use, and sharing.

9. CONSUMER DISCLOSURES

9.1 California Civil Code Section 1789.3. California users of the Site are entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

9.2 Non-Waivable State Consumer Rights. Nothing in these Terms is intended to waive any right that cannot be waived under applicable consumer protection law, including statutes such as the California Consumers Legal Remedies Act, the California Song-Beverly Consumer Warranty Act, New York General Business Law § 349, the Massachusetts Consumer Protection Act (M.G.L. c. 93A), the Magnuson-Moss Warranty Act, and similar laws of other states. Where any provision of these Terms is restricted or unenforceable by applicable consumer protection law, that provision is modified only to the minimum extent required by such law, and the remainder of these Terms remains in effect.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RATEFIT, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “RATEFIT PARTIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO YOUR PURCHASE OR USE OF ANY PRODUCT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF RATEFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE RATEFIT PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A PRODUCT PURCHASED FROM RATEFIT, REGARDLESS OF LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO RATEFIT FOR THE PRODUCT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Exclusions from Limitation. Sections 10.1 and 10.2 do not limit liability for: (a) death or personal injury caused by RateFit’s negligence (which is not waivable in most U.S. states); (b) RateFit’s gross negligence, fraud, or willful misconduct; (c) RateFit’s obligation to refund amounts charged for orders that are cancelled or rejected; or (d) any liability that cannot be limited or excluded under applicable law.

10.4 State Variations. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the limitations in Section 10.1 may not apply to you in full. Where any limitation in this Section 10 is held unenforceable, it will be modified to the minimum extent required and the remainder will remain in effect.

10.5 Product Liability Claims. Nothing in this Section is intended to disclaim or limit liability that cannot be disclaimed under applicable product liability law, including strict liability for defective products causing personal injury. The limitations in this Section apply only to the extent permitted by applicable law.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the RateFit Parties from and against any claim, action, or proceeding (including any third-party claim), and any resulting damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your use, modification, or care of any Product in a manner inconsistent with the manufacturer’s care instructions or applicable law; (b) your breach of these Terms; (c) your violation of applicable law in connection with any Product; (d) your negligence or willful misconduct; or (e) any resale, redistribution, or commercial exploitation of any Product in violation of Section 2.7. RateFit will give you reasonable notice of any claim subject to indemnification, may participate in the defense at its expense, and may at its option assume control of the defense and settlement of any such claim.

12. INTELLECTUAL PROPERTY NOTICE

All trademarks, service marks, trade names, logos, designs, and other intellectual property displayed on the Site, on Products, or in connection with the Products are owned by or licensed to RateFit, LLC. Your purchase of a Product does not grant you any right or license to use any RateFit intellectual property, except the right to use the purchased Product itself for personal, non-commercial use.

13. MODIFICATIONS; GENERAL PROVISIONS

13.1 Modifications. RateFit may modify these Terms from time to time by posting the updated Terms on the Site with a new “Effective Date.” Your purchase is governed by the version of these Terms in effect at the time you place your order; subsequent modifications do not retroactively change the terms applicable to a completed transaction (except as required by law).

13.2 Entire Agreement. These Terms, together with any Product-Specific Terms (Section 1.2), RateFit Policies (including the Returns Policy, Website Terms of Service, and Privacy Policy), and any additional terms disclosed at the point of sale (for pre-orders, gift cards, or promotional codes), constitute the entire agreement between you and RateFit regarding your purchase and supersede any prior or contemporaneous communication.

13.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent required to make it enforceable, or if not possible, severed; the remainder will remain in full effect. Section 14.6 (severability of the dispute-resolution provisions) has its own special severability rule that controls over this Section with respect to Section 14.

13.4 No Waiver. RateFit’s failure to enforce any provision of these Terms is not a waiver of that or any other provision.

13.5 Force Majeure. RateFit is not liable for any failure or delay in performance (other than refund obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental orders, strikes, fires, floods, supply-chain disruptions, raw-material shortages, tariffs, freight-cost increases, or carrier delays.

13.6 Assignment. You may not assign these Terms without RateFit’s prior written consent. These Terms (and any warranty under Section 6) are personal to you as the original purchaser and do not extend to any subsequent owner or transferee, except as expressly provided in Section 6. RateFit may assign these Terms without notice or consent in connection with a merger, acquisition, sale of assets, change of control, or to an affiliate.

13.7 Survival. Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 survive any termination of these Terms or completion of a transaction.

13.8 Notices. Notices to you may be sent to the email address associated with your order or your RateFit account. Notices to RateFit must be sent to legal@rate.com or to RateFit, LLC, 3940 N. Ravenswood Ave., Chicago, IL 60613, ATTN: General Counsel.

13.9 No Relationship. No partnership, joint venture, employment, or agency relationship exists between you and RateFit by reason of these Terms.

13.10 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

14. GOVERNING LAW; VENUE; JURY WAIVER; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT GOVERNS HOW DISPUTES BETWEEN YOU AND RATEFIT ARE RESOLVED. IT REQUIRES THAT DISPUTES BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS; IT WAIVES YOUR RIGHT TO A JURY TRIAL; AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

14.1 Governing Law. These Terms, and any Dispute (as defined in Section 14.3) arising out of or relating to these Terms, your purchase, or any Product, are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.2 Exclusive Venue; Consent to Jurisdiction. Any Dispute must be brought and litigated exclusively in the state courts located in Dallas County, Texas, or in the United States District Court for the Northern District of Texas, Dallas Division. You and RateFit irrevocably consent to the exclusive personal jurisdiction and venue of those courts for all Disputes, and each party waives any objection to those courts on grounds of inconvenient forum, improper venue, or lack of personal jurisdiction. This Section does not prevent either party from bringing an individual claim in a small claims court of competent jurisdiction if the claim qualifies.

14.3 Informal Resolution; Notice of Dispute. RateFit seeks to resolve disagreements amicably and efficiently, and most customer concerns can be resolved by contacting RateFit Customer Service using the channels in Section 15. In the event a disagreement arises between you and RateFit regarding, relating to, or connected in any way with these Terms, your purchase, or any Product (a “Dispute”), you agree that, before initiating any lawsuit, you will first send RateFit a written notice of the Dispute to the Legal Notices address in Section 15 (a “Notice of Dispute”). The Notice of Dispute must describe the nature and basis of the Dispute and the specific relief sought. For sixty (60) days after RateFit’s receipt of your Notice of Dispute, both parties agree to engage in good-faith efforts to resolve the Dispute informally. During that 60-day period, both parties agree to toll any applicable statutes of limitations and filing deadlines. Completing this informal-resolution process is a condition precedent to filing a lawsuit, except that either party may at any time seek the injunctive or equitable relief described in Section 14.7.

14.4 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND RATEFIT EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, YOUR PURCHASE, OR ANY PRODUCT, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE. ANY SUCH DISPUTE WILL BE RESOLVED BY A JUDGE SITTING WITHOUT A JURY. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS, INCLUDING THIS WAIVER, WITH COUNSEL OF ITS CHOOSING.

14.5 CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND RATEFIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR CLASS REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE COURT MAY AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS AND MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF, OR AWARD RELIEF TO, MORE THAN ONE PERSON IN A SINGLE PROCEEDING. This Section 14.5 does not bar a court from consolidating, for case-management purposes only, separate individual actions that do not result in class, collective, or representative treatment or relief.

14.6 Severability of This Section. Each provision of this Section 14 is severable. If any provision of this Section 14 is held void, invalid, or unenforceable, that provision will be severed and the remaining provisions of this Section 14 will remain in full force and effect. In particular, and without limitation: (a) if the class action waiver in Section 14.5 is held void, invalid, or unenforceable as to any claim or request for relief, that waiver will not apply to that particular claim or request for relief, which will proceed in the courts identified in Section 14.2, but the class action waiver will remain in full force and effect as to all other claims and requests for relief; and (b) the jury trial waiver in Section 14.4, the governing-law provision in Section 14.1, and the exclusive-venue provision in Section 14.2 each remain in full force and effect even if the class action waiver in Section 14.5, or any other provision of this Section 14, is held void, invalid, or unenforceable in whole or in part. This Section 14.6 controls over the general severability provision in Section 13.3 with respect to this Section 14.

14.7 Equitable Relief. Notwithstanding the informal-resolution process in Section 14.3, either party may at any time seek injunctive or other equitable relief in the courts identified in Section 14.2 to prevent the actual or threatened infringement, misappropriation, or violation of that party’s intellectual property rights or to enforce the anti-bot, no-resale, and authorized-purchaser provisions of these Terms. Seeking such relief does not waive the informal-resolution requirement as to any other Dispute.

14.8 One-Year Limitations Period. To the fullest extent permitted by applicable law, you must commence any Dispute (by delivery of a Notice of Dispute under Section 14.3) within one (1) year after the Dispute arises, or the Dispute will be permanently barred. This limitations period does not apply to the extent it is prohibited by applicable law.

14.9 Attorneys’ Fees and Costs. Except where a fee-shifting statute or other applicable law provides otherwise, each party will bear its own attorneys’ fees and costs in connection with any Dispute.

15. CONTACT

Notices to RateFit under these Terms (including informal-resolution notices under Section 14.3) should be sent in writing by email. For order, shipping, and customer service inquiries, please contact us using the channels below:

Customer Service

Customer Service Email: support@ratefit.com

Legal Notices

Email: legal@rate.com

Mailing Address (for legal process only):

RateFit, LLC

3940 N. Ravenswood Ave.

Chicago, IL 60613

ATTN: General Counsel

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