ICXC NYKA LLC – NYKA Fitness Application

Effective Date: 06/11/2026
Last Updated: 06/11/2026

1. Introduction and Acceptance of Terms

1.1 These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and ICXC NYKA LLC (“Company,” “we,” “us,” or “our”), governing your access to and use of the NYKA mobile application (“App”) and all related services, content, and features provided through the App (collectively, the “Services”).

1.2 By downloading, registering for, accessing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.

1.3 We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting within the App or via email notice. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.

2. Eligibility and Account Registration

2.1 You must be at least eighteen (18) years of age and physically located within the United States when accessing or using the Services. By using the Services, you represent and warrant that you meet these eligibility requirements. The Services are currently available only to users in the United States.

2.2 You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

2.3 You are solely responsible for maintaining the confidentiality of your login credentials (including username and password). You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You are fully responsible for all activities that occur under your account, whether or not authorized by you.

2.4 We reserve the right to refuse registration, suspend, or terminate any account at our sole discretion, including if we suspect any violation of these Terms or any applicable law.

3. Description of Services

3.1 The Services include, but are not limited to:

• AI-generated personalized workout plans;

• Progress tracking and performance analytics;

• Push notifications and reminders;

• Motivational messaging (with selectable styles, including “Roasting” as set forth in Section 5);

• Paid subscription access (monthly or annual) to premium features; and

• Founders Club membership benefits, including limited merchandise rewards as described below.
   

3.2   Rewards

• Founders Club membership is available to users who make a one-time payment as specified in the App.

• Eligible monthly and annual subscribers may receive periodic merchandise rewards while maintaining an active, paid subscription in good standing. Eligibility requirements, reward frequency, and reward types may be modified by the Company from time to time.

• Eligible Founders Club members may receive up to four (4) rewards during the first twelve (12) months following membership purchase, provided that the member maintains an active NYKA account and remains in good standing during that period.

• Rewards are subject to availability and may consist of merchandise, reward points, discounts, promotional items, store credits, or other benefits determined by the Company in its sole discretion. Rewards may be substituted with comparable alternatives at any time.

• Delivery of physical rewards is made to the address provided by the user. The Company is not responsible for lost, delayed, or misdirected shipments resulting from inaccurate or outdated address information.

4. User Representations and Warranties

4.1 You represent and warrant that all information you provide to the Company, including but not limited to:

• Physical injuries, pain, or limitations;

• Female reproductive health status (e.g., pregnancy, breastfeeding, postpartum condition, perimenopause, menopause);

• General health data (e.g., chronic illnesses, medications, cardiovascular conditions); and

• Fitness level and goals,
  is accurate, complete, and truthful to the best of your knowledge.

4.2 You warrant that, before beginning any workout plan provided through the Services, you have consulted (or will consult) with a qualified healthcare professional (e.g., physician, physical therapist, or certified fitness specialist), particularly if you:

• Are pregnant, breastfeeding, postpartum, perimenopausal, or menopausal;

• Have any existing injury, chronic pain, or musculoskeletal condition;

• Have a known medical condition (e.g., heart disease, respiratory disorder, diabetes, epilepsy); or

• Have been sedentary or are resuming exercise after a prolonged period of inactivity.

4.3 You acknowledge that the Services are not a substitute for professional medical advice, diagnosis, or treatment. You assume full responsibility for your health and safety when using the Services.

5. Motivational Features – Roasting Style

5.1 The Services offer users the option to select different motivational messaging styles. One such style is the “Roasting” style, which involves humorous, sarcastic, blunt, or exaggeratedly critical messages intended to motivate through lighthearted mockery.

5.2 Opt-In Requirement: The Roasting style is not enabled by default. You must explicitly opt-in through the App’s settings or a clear affirmative action (e.g., checking a box or toggling a switch) before receiving any Roasting-style messages.

5.3 Acknowledgement and Assumption of Risk: By opting into the Roasting style, you acknowledge and agree that:

• You may receive messages containing sarcastic, blunt, humorous, or potentially offensive language.

• These messages are intended solely for motivational purposes and are not directed at your personal character, identity, or protected characteristics.

• You voluntarily assume any risk of emotional discomfort, offense, or distress that may arise from such messages.

5.4 Waiver of Claims: To the fullest extent permitted by law, you waive any and all claims against the Company, its officers, directors, employees, agents, and affiliates for any emotional distress, mental anguish, offense, humiliation, or other psychological or emotional harm arising from your receipt of Roasting-style motivational messages. This feature is provided “AS IS” for users who explicitly consent.

5.5 You may disable the Roasting style at any time through the App settings, after which you will receive only standard motivational messaging.

6. Subscriptions, Payments, and Founders Club

6.1 Subscription Plans

The Services offer monthly and annual subscription plans. All subscriptions automatically renew at the end of each billing cycle unless cancelled prior to the renewal date through the App settings or the applicable app store (Apple App Store or Google Play Store). You authorize the Company or its third-party payment processor to charge the applicable subscription fees to your chosen payment method. Fees are non-refundable except as expressly required by applicable law or as provided by the Apple App Store or Google Play Store refund policies.

6.2 Payment Processing

All payments are processed by a third-party payment processor (e.g., Stripe, Apple In-App Purchase, or Google Play Billing). Your use of such processors is subject to their respective terms and privacy policies. The Company is not responsible for any errors, delays, or issues caused by the payment processor. Refunds for subscriptions are generally handled directly by the Apple App Store or Google Play Store according to their policies. For example:

• Apple may issue refunds at its discretion through its support system.

• Google Play typically allows refund requests within 48 hours of purchase for many in-app purchases, with additional options available directly through the store or, in some cases, the developer.

The Company does not offer independent refunds for subscription fees except where required by law or where the applicable app store has already processed a refund (in which case the Company may be required to reimburse the store). You acknowledge that partial-period refunds are generally not provided upon cancellation, and cancellation takes effect at the end of the current billing period.

6.3 Cancellation

You may cancel your subscription at any time through the App settings or directly via your Apple App Store or Google Play Store account. Cancellation will prevent future renewals but will not entitle you to a refund for the current billing period unless a refund is granted by the respective app store.

6.4 Founders Club

Founders Club membership is a one-time payment option that provides the merchandise rewards described in Section 3.2. Membership benefits are non-transferable and have no cash value. The Company reserves the right to modify or discontinue Founders Club benefits with reasonable notice.

7. Intellectual Property Rights

7.1 Ownership

• The App, its source code, design, layout, graphics, logos, text, AI‑generated workout plans, algorithms, and all other content and materials (collectively, the “Company IP”) are owned by the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Limited License

• Subject to your compliance with these Terms, the Company grants you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services solely for your personal, non‑commercial fitness purposes. You may not copy, modify, distribute, sell, lease, publicly display, reverse engineer, decompile, or create derivative works of the Company IP.

7.3 Reservation of Rights

• All rights not expressly granted to you are retained by the Company. Any unauthorized use terminates the license granted herein and may violate applicable laws.

8. User Conduct and Prohibited Activities

8.1 You agree not to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose;

• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the App;

• Interfere with or disrupt the integrity or performance of the Services or any servers or networks connected to the Services;

• Upload, post, or transmit any content that is unlawful, defamatory, obscene, harassing, or otherwise objectionable;

• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;

• Bypass any security or access controls implemented by the Company;

• Use any automated means (e.g., bots, scrapers) to access or collect data from the Services without our prior written permission;

• Share your account credentials with any third party or use another user’s account.

9. Disclaimers and Limitations of Liability

9.1 Health and Medical Disclaimer

• The Services, including all AI‑generated workout plans, progress tracking, and motivational content, are provided for general informational and fitness purposes only. They do not constitute medical advice, diagnosis, treatment, or a substitute for professional medical care. The Company is not a healthcare provider, and no doctor‑patient or therapist‑patient relationship is formed through your use of the Services.

9.2 Assumption of Risk – Physical Activity

• Participation in any physical activity involves inherent risks of injury, illness, aggravation of pre‑existing conditions, or other harm, including but not limited to: muscle strains, sprains, fractures, joint injuries, cardiovascular events (e.g., heart attack, stroke), falls, heat‑related illness, or complications related to pregnancy, postpartum recovery, menopause, or disclosed injuries.

• By using the Services, you voluntarily assume all such risks, even if those risks arise from the negligence of the Company or others.

9.3 No Guarantee of Results

• We do not guarantee any specific fitness results, weight loss, muscle gain, strength improvements, endurance gains, or health outcomes. Individual results vary based on genetics, diet, adherence, and other factors beyond our control.

9.4 AI‑Generated Workouts

• Workout plans are generated by artificial intelligence based solely on the information you provide. The Company disclaims all liability for any inaccuracy, incompleteness, unsuitability, or adverse consequences arising from any AI‑generated plan. You are responsible for modifying or discontinuing any exercise that causes pain, discomfort, or risk of injury.

9.5 Female‑Specific Health States

• Information regarding pregnancy, breastfeeding, postpartum status, perimenopause, or menopause is used solely to attempt to tailor workouts more safely. However, the Company makes no representation or warranty that such tailoring eliminates all risks associated with exercise during these states. You must obtain medical clearance from your healthcare provider before using the Services if you are in any of these categories.

9.6 General Disclaimer of Warranties

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, OR ACCURACY. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.7 Limitation of Liability

• TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF PROFITS, EMOTIONAL DISTRESS, OR ANY OTHER HARM) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO THE COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

• Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by law.

10. Indemnification

10.1 You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
(i) your breach or alleged breach of these Terms;
(ii) your use or misuse of the Services;
(iii) any inaccurate, incomplete, or misleading information you provide (including health or female‑state data);
(iv) your selection or use of the Roasting motivational feature; or
(v) your violation of any applicable law or third‑party rights.

10.2 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate fully with us in asserting any available defenses.

11. Termination and Suspension

11.1 Termination by Company

• We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to your breach of these Terms, fraudulent or illegal activity, or any conduct that we believe harms the Company or other users.

11.2 Termination by You

• You may delete your account at any time through the App or by contacting us at the address below. Deleting your account does not entitle you to any refund of prepaid subscription fees.

11.3 Effect of Termination

• Upon termination, your license to use the Services ends, and we may delete or deactivate your account and all associated data. Sections that by their nature should survive termination (e.g., disclaimers, limitations of liability, indemnification, governing law) shall survive.

12. Governing Law and Dispute Resolution

12.1 Governing Law

• These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict‑of‑laws principles.

12.2 Exclusive Jurisdiction

• Any legal suit, action, or proceeding arising out of or relating to these Terms or the Services shall be instituted exclusively in the federal or state courts located in COOK County, IL. You waive any objection to jurisdiction and venue in such courts.

12.3 Informal Resolution

• Before filing a claim, you agree to attempt to resolve any dispute informally by contacting us at support@nykaapp.com. We will attempt to resolve the dispute within thirty (30) days of receiving your notice.

12.4 Class Action Waiver

• To the fullest extent permitted by law, you and the Company agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. You expressly waive any right to participate in a class action or class arbitration.

13. Miscellaneous Provisions

13.1 Entire Agreement

• These Terms, together with our Privacy Policy, constitute the entire and exclusive agreement between you and the Company regarding your use of the Services, superseding any prior agreements or understandings.

13.2 Severability

• If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent possible, and the remaining provisions shall continue in full force and effect.

13.3 Waiver

• No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of the Company. Any failure to enforce any right or provision shall not constitute a waiver of future enforcement.

13.4 Assignment

• You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of all or substantially all of our assets.

13.5 Force Majeure

• We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authority, fire, floods, accidents, pandemics, strikes, or failures of internet or telecommunications infrastructure.

13.6 Notice

• Notices to you may be sent via email to the address associated with your account or via a general posting within the App. Notices to the Company must be sent to the contact information below.

13.7 Contact Information

• Company Name: ICXC NYKA LLC

• Address: 100 Willow Ln, B214, Willow Springs, IL, 60480

• Email: support@nykaapp.com

BY DOWNLOADING, REGISTERING FOR, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.