Terms of Service (EULA)

1. Agreement to These Terms

These Terms of Service ("Terms") are an agreement between you and CLAD Ventures LLC, an Indiana limited liability company ("we," "our," or "us"). They govern your use of LODE, formerly called APX Gym, including its iPhone app and Apple Watch app (together, the "App").

These Terms are the end user license agreement (EULA) for the App, in place of Apple's Standard Licensed Application End User License Agreement. By downloading, installing or using the App, or by accepting these Terms in the App, you agree to them and to our Privacy Policy. If you do not agree, do not use the App.

2. Eligibility

You must be at least 18 years old to use the App, and by using it you confirm that you are. You may not use the App if you are barred from using it under the laws that apply to you.

If you tell us, or the App learns, that you are under 18, we will delete your account and your data, both in our cloud store and on your device, and the App will stop working for you.

3. Accounts and Guest Use

You can use the App as a guest without an account. Guest data is stored only on your devices.

If you create an account, you agree to give accurate information, keep your sign-in credentials secure, and accept responsibility for activity under your account. Tell us promptly at info@clad-ventures.com if you believe your account has been used without your permission.

If you sign in after using the App as a guest, your guest data may be moved into your account and synced, as described in the Privacy Policy. If you sign in to a different account on the same device, the App asks before importing the other account's records. Please review moved data for accuracy.

You can delete your account at any time in the App. Deletion is described in the Privacy Policy.

4. Fitness Disclaimer and Assumption of Risk

LODE is a general fitness tracking and workout-planning tool. It is not a medical device or medical app. It does not provide medical advice, diagnosis, treatment, physical therapy or rehabilitation. Nothing in the App is a substitute for advice from a qualified physician, physical therapist or certified trainer.

Workouts, plans, suggestions, progression recommendations, estimated one-rep maxes, training metrics, heart-rate zones, effort scores and all other content the App produces are generated automatically. They are for general information only, and they are not tailored to your health, medical history or physical condition. They may be inaccurate, incomplete or unsuitable for you. Using the App does not create a trainer-client, physician-patient or any other professional relationship.

Exercise, especially strength training, carries an inherent risk of serious injury, disability or death. That includes muscle, tendon, ligament, joint and spinal injuries, and cardiovascular events. By using the App, you agree that:

• You understand and accept the risks of exercise and strength training.
• You will consult a qualified physician before starting any exercise program or following any suggestion from the App. This matters most if you have a medical condition, injury or health concern, or are pregnant.
• You will train within your limits, use proper technique and safe loads, use spotters and safety equipment where appropriate, and stop if you feel pain, dizziness or shortness of breath.
• You are solely responsible for your training decisions.

To the fullest extent permitted by law, you release, waive and agree not to sue CLAD Ventures LLC and its members, managers, officers, employees, agents, successors and assigns for any claim arising out of or related to your use of the App or any exercise you undertake in connection with it. This release does not apply to claims that cannot be released under applicable law, such as claims for gross negligence or willful misconduct where the law does not allow them to be waived.

4.1 Spotter and AI-generated content

Spotter is an optional feature that builds workouts and plans from the App's exercise library based on what you tell it. That can include your goal, experience, equipment, session length, joints or movements to avoid, exercises you dislike and notes.

Spotter combines a rules-based engine with the language model built into your device's operating system. Sets, reps and loads come from a coaching table in the App, not from the language model. The model helps choose among options and may answer questions or write short coaching notes. Spotter requires iOS 26 or later with Apple Intelligence turned on; without them, it does not generate plans. Spotter runs on your device, and we do not send your Spotter inputs to any AI provider.

Spotter output ("Generated Content") is automated software output, not the advice of a trainer, physical therapist, physician or other professional. It may be inaccurate, incomplete or repetitive. It may be poorly suited to your body, injury history or fitness level, and it may recommend loads, volumes or movements that are not appropriate for you.

Information you give Spotter about injuries or joints is used only to leave out or de-prioritize exercises. It is not evaluated by a professional, and it does not make Generated Content safe for you. Review all Generated Content before following it, and change or discard anything that is not appropriate for you. All disclaimers, releases and limitations in these Terms apply fully to Generated Content.

4.2 Heart rate and health metrics

Heart-rate readings come from Apple Watch, supported earbuds or heart-rate monitors through Apple Health. They may be delayed, missing or inaccurate. If you provide your age or birthday, heart-rate zones use an estimated maximum heart rate calculated from it, not a measured one.

Heart-rate readings, zones, effort scores and body-weight trends are for general fitness purposes only. Do not use them to diagnose, monitor or treat any medical condition, and do not rely on them in an emergency.

5. Premium Subscription

5.1 Free and Premium

The App offers a free tier and a paid Premium subscription. The free tier includes core workout logging and a limited number of saved workouts and plans, as shown in the App. Plans you save from Spotter count toward that limit.

Premium currently adds unlimited saved workouts and plans, Insights, exercise progress charts and Apple Watch workout sync. The features in each tier are described in the App at the time of purchase, and they may change as described in Section 5.6.

5.2 Billing and renewal

Premium is sold as an auto-renewing subscription, billed monthly or annually. The price and billing period are shown in the App and on the App Store, in your local currency, before you buy. Payment is charged to your Apple ID when you confirm the purchase.

Your subscription renews automatically at the end of each period unless you turn off auto-renewal at least 24 hours before the period ends. Your Apple ID is charged for the renewal within the 24 hours before the period ends.

5.3 Free trials, introductory offers and offer codes

We may offer free trials, introductory prices or offer codes. Their length and terms are shown before you subscribe or redeem them.

Unless you cancel at least 24 hours before a free trial or introductory period ends, it converts to a paid subscription at the regular price. Apple determines eligibility for each offer.

5.4 Managing, canceling and refunds

You can manage or cancel your subscription in your Apple ID settings. Canceling stops future renewals, and you keep Premium until the end of the period you have paid for.

Apple handles all billing, including refunds, under its policies. We do not have access to your payment details and cannot issue refunds ourselves. Deleting the App or your account does not cancel your subscription.

5.5 Restoring purchases

You can restore an active subscription on a new or reinstalled device by using Restore Purchases in the App while signed in to the same Apple ID.

5.6 Changes to prices and features

We may change subscription prices. Apple will notify you of price increases as its policies require, and where required you will be asked to agree before a higher price applies.

We may add, change or remove features, including Premium features. If we discontinue the App, we will give reasonable notice where feasible.

6. Your Content and Data

You own the workouts, templates, custom exercises, notes, photos and other content you create in the App ("Your Content"). You give us a limited, non-exclusive, royalty-free license to store, process, sync and display Your Content only as needed to provide the App to you. You are responsible for Your Content and agree not to add content that is unlawful or infringes anyone's rights.

The App lets you export your data as JSON or CSV files from Settings. We recommend exporting your data regularly and not relying on the App as your only record. Except as required by law, we are not liable for loss of Your Content from account or data deletion, removal of the App, device loss, sync failures, server errors or any other cause.

7. Sharing

The App lets you share workout cards, plans and exported files through the iOS share sheet. You choose what to share and with whom, and you are responsible for anything you share, including any photo you add to a workout card. Once shared, content is controlled by the recipient and the service you shared it to.

8. Acceptable Use

You agree not to:

• Copy, modify, distribute, sell or rent the App, or reverse engineer, decompile or try to extract its source code, except where the law expressly allows it.
• Access or try to access another person's account or data, or interfere with or overload the App, our servers or our providers' systems.
• Use the App for any unlawful purpose, or in violation of these Terms, Apple's terms or applicable law.
• Use automated means to access the App or our servers, or use the App to build a competing product.

9. License and Intellectual Property

The App and its content, including its design, code, exercise library, illustrations, animations, plans and trademarks (other than Your Content), are owned by CLAD Ventures LLC or its licensors and are protected by intellectual property laws.

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the App on Apple-branded devices that you own or control, for your personal, non-commercial use, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions. If you send us feedback or suggestions, we may use them without obligation to you.

10. Apple App Store Terms

If you downloaded the App from Apple's App Store, you and we acknowledge that:

• These Terms are between you and CLAD Ventures LLC only, not Apple Inc. ("Apple"). We, not Apple, are solely responsible for the App and its content.
• Your license to use the App is limited to use on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions.
• Apple has no obligation to provide maintenance or support for the App. We are responsible for maintenance and support as described in these Terms and as required by law.
• If the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App. To the maximum extent permitted by law, Apple has no other warranty obligation for the App. Any other claims, losses, liabilities, damages, costs or expenses from any failure to conform to a warranty are our responsibility, to the extent not disclaimed in these Terms.
• We, not Apple, are responsible for addressing any claims by you or a third party relating to the App or your use of it. That includes product liability claims, claims that the App fails to meet any legal or regulatory requirement, and claims under consumer protection, privacy or similar laws.
• If a third party claims that the App or your use of it infringes their intellectual property rights, we, not Apple, are responsible for investigating, defending, settling and discharging that claim.
• You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties.
• You must comply with applicable third-party terms when using the App.
• Apple and its subsidiaries are third-party beneficiaries of these Terms. Once you accept them, Apple has the right to enforce them against you as a third-party beneficiary.
• Questions, complaints or claims about the App should be sent to us using the contact details in Section 22.

11. Third-Party Services

The App works with services provided by others, including Apple (the App Store, Apple Health, Apple Watch, Siri and on-device intelligence), Clerk (sign-in) and Supabase (cloud storage). Your use of those services is subject to their own terms and privacy policies. We are not responsible for their availability, accuracy or practices, and their unavailability does not entitle you to a refund from us.

12. Apple Health and Apple Watch

Apple Health access is optional and can be changed at any time in the Health app or iOS Settings. We are not responsible for inaccurate data read from or written to Apple Health, or for errors in syncing workouts between your iPhone, your Apple Watch and Apple Health.

13. Devices and Availability

The App is designed for supported versions of iOS and watchOS on supported devices. Some features, such as Spotter or earbud heart rate, need newer devices or operating system versions. We do not promise that the App will be available at all times, work on every device, or be free of errors.

14. Force Majeure

We are not liable for any failure or delay caused by events beyond our reasonable control. These include natural disasters, pandemics, war, terrorism, government action, power or internet outages, and failures of third-party infrastructure such as Apple, Clerk, Supabase or Amazon Web Services.

15. Disclaimer of Warranties

To the fullest extent permitted by law, the App is provided "as is" and "as available," without warranties of any kind, express or implied. That includes warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

We do not warrant that the App will be uninterrupted, secure or error-free; that data will be accurate or free from loss; that defects will be corrected; or that the App will meet your expectations or improve your fitness or health. Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply to you.

16. Limitation of Liability

To the fullest extent permitted by law, CLAD Ventures LLC and its members, managers, officers, employees, agents and licensors will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages. They will also not be liable for any loss of data, workout history, profits, revenue or goodwill. This applies to anything arising out of or related to the App, any exercise you undertake in connection with it, any third-party service, or these Terms, even if we were advised of the possibility of such damages.

To the fullest extent permitted by law, our total liability for all claims arising out of or related to the App or these Terms will not exceed the greater of (a) the amount you paid for the App and Premium in the 12 months before the event giving rise to the claim, or (b) US $100.

Nothing in these Terms limits liability that cannot be limited under applicable law. Where applicable, that includes liability for death or personal injury caused by our negligence, for fraud, or for gross negligence or willful misconduct.

17. Dispute Resolution; Arbitration; Class Action Waiver

17.1 Informal resolution first

Before starting arbitration or a lawsuit, you and we each agree to try to resolve the dispute informally. The party with the dispute must send a written notice describing it and the relief requested. Notices to us go to info@clad-ventures.com.

If the dispute is not resolved within 30 days after the notice is received, either party may start arbitration. Any time limit for bringing a claim is paused during this 30-day period.

17.2 Binding individual arbitration

Except as provided in Sections 17.4 and 17.5, you and we agree that any dispute arising out of or relating to these Terms, the App, your subscription or our relationship (a "Dispute") will be resolved by final and binding individual arbitration. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules.

The arbitration may be held in the county where you live, in Indiana, or by telephone or video, at your choice. The arbitrator may award any relief a court could award on an individual basis. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Section 17.

17.3 Fees

Arbitration fees are allocated under the AAA Consumer Arbitration Rules, which limit the fees a consumer pays. Each party bears its own attorneys' fees unless applicable law or the arbitrator provides otherwise.

17.4 Small claims

Either party may bring an individual claim in small claims court if it qualifies and stays there.

17.5 Injunctive relief and intellectual property

Either party may ask a court for temporary or preliminary injunctive relief to prevent irreparable harm while an arbitration is pending. Either party may also bring a claim in court to protect its intellectual property rights.

17.6 Class action and jury trial waiver

You and we each agree that Disputes will be brought and resolved only on an individual basis, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any representative proceeding.

If this class action waiver is found unenforceable for a claim, that claim will be decided by a court, not in arbitration. To the fullest extent permitted by law, you and we each waive any right to a jury trial.

17.7 Opting out

You may opt out of this Section 17 by emailing info@clad-ventures.com within 30 days after you first accept these Terms. Include your name, the email address of your LODE account or your Apple ID, and a clear statement that you want to opt out of arbitration. Opting out does not affect any other part of these Terms.

17.8 Governing law and venue

Except where the Federal Arbitration Act applies, these Terms and any Dispute are governed by the laws of the State of Indiana, without regard to its conflict of law rules. Any Dispute that is not arbitrated will be brought exclusively in the state or federal courts located in Indiana, and you and we consent to their jurisdiction.

17.9 Mass arbitration

If 25 or more similar demands for arbitration are filed against us, or by us, by or with the help of the same or coordinated counsel or organizations, the AAA's Mass Arbitration Supplementary Rules will apply. You and we agree that those demands may be administered in batches of up to 100 demands, with one arbitrator assigned to each batch, and that fees will be charged per batch under the AAA's rules.

Each claimant must still complete the informal resolution process in Section 17.1. Any time limit for bringing a claim is paused for every demand while it waits for its batch. Nothing in this Section changes how fees are allocated under Section 17.3 or limits any relief an arbitrator could award on an individual basis.

18. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless CLAD Ventures LLC and its members, managers, officers, employees and agents from claims, losses and expenses, including reasonable attorneys' fees, arising from your violation of these Terms, your violation of any law or third-party right, or Your Content.

19. Suspension and Termination

You may stop using the App at any time and delete your account in the App. We may suspend or end your access to the App if you seriously or repeatedly breach these Terms, if required by law, or if we discontinue the App, and we will give notice where reasonable.

When your access ends, your license ends. The provisions of these Terms that by their nature should survive will survive, including Sections 4, 6, 9, 10 and 14 through 22. Ending your access does not entitle you to a refund except as required by law or Apple's policies.

20. Changes to These Terms

We may update these Terms. When we do, we will change the date above. For material changes, we will notify you in the App and may ask you to accept the updated Terms before you continue using it. Changes will not apply retroactively. If you do not agree to updated Terms, stop using the App and, if you wish, delete your account.

21. General

These Terms and the Privacy Policy are the entire agreement between you and us about the App. If any provision is found unenforceable, it will be limited to the minimum extent necessary, and the rest will remain in effect. Our failure to enforce a provision is not a waiver.

You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets. Except for Apple as described in Section 10, there are no third-party beneficiaries. Headings are for convenience only.

22. Contact

CLAD Ventures LLC

Email: info@clad-ventures.com