Terms of Services
Thank you for choosing Fitness Pro League for your business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations. Certain capitalized words below are defined in Section 15 (Definitions). Fitness Pro League provides online business management software services designed specifically for businesses in the wellness/fitness industry (“Software Service”). You can access our Software Service via the client login page through our Websites URL “FitnessProLeague.com”, “Fitnezz.Club”, “Fitnezz.Pro”, “Fitnezz.Me”, “ClubMax.Pro”. These Terms of Service (“Agreement”) apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services. This Agreement is effective (“Effective Date”) on the date you (or an Affiliate) first access or use the Services. |
5.) Intellectual Property Rights |
6.) Data Ownership and Use |
7.) Confidential Information |
8.) Term, Termination and Suspension |
9.) Warranties and Disclaimers |
10.) Indemnification |
11.) Limitations and Exclusion of Liabilities |
12.) Export Control |
13.) Intellectual Property Policy |
14.) Miscellaneous |
15.) Definitions |
1. General Terms | ||
1.1 | This is a legal agreement and you represent that you have authority to make these commitments on behalf of your organization | Agreement: This Agreement is a binding legal agreement between you and the applicable Fitness Pro League Entity indicated in Section 14.4 below (“Fitness Pro League”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Fitness Pro League are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”. |
Our Privacy Policy is also part of this Agreement. | Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms. | |
This Agreement covers Web Apps that allow you to access our software. | This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial. | |
1.2 | As we update our products and services, we may update this agreement. If those updates are significant, we’ll notify you. You’ll always be able to access the current agreement online. | Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to https://www.FitnessProLeague.com/terms-of-service (or such other URL as specified by Fitness Pro League), as may be updated by Fitness Pro League from time to time, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing support@FitnessProLeague.com. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed. |
1.3 | Additional terms apply to certain products that we provide. | Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies. |
2. Services | ||
2.1 | Software Services | |
2.1.1 | The Service Level Agreement describes our uptime commitments for the software. | Access and Service Levels: Fitness Pro League will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. During the Subscription Term (defined below), the Software Services will meet the service levels specified as below: We will make the Software Service available to you on a twenty-four hour, seven days a week (24×7) basis at a rate of 99% (“Uptime Requirement”). The Uptime Requirement will commence on the date you first access the Software Service with a paid subscription (“Commencement Date”). |
Uptime Measurement Method: Total – Nonexcluded – Excluded -Scheduled maintenance for which we give you at least forty eight (24) hours’ prior notice |
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2.1.2 | We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time. | Changes to Services: Notwithstanding Section 2.1.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) in connection with a Force Majeure event (as described in Section 14.9), (b) if we believe any malicious software is being used in connection with your account, or (c) during planned downtime as provided in the SLA. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services. |
2.2 | We aren’t responsible for any third party products that are integrated with or used in connection with the Services. | Third Party Offerings: Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply Fitness Pro League’s endorsement of or affiliation with the provider. Fitness Pro League does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. Fitness Pro League has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting Fitness Pro League to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS). |
2.3 | Your base subscription fees include our standard support services. |
Support Services. As part of the Services you will have access to Fitness Pro League’s standard support services described as below and may be updated by Fitness Pro League from time to time. |
2.4 | We may give you access to trial or beta Services for a time. We are not responsible for the results of using those Services. |
Free, Trial and Beta Services: Fitness Pro League may in its sole discretion offer free, trial or beta Services from time to time at no charge. Notwithstanding anything to the contrary herein: |
2.5 | Additional terms apply for payment processing services. | Payment Processing: Fitness Pro League offers the ability to process payments through the Services (“Payment Processing Services”). Payment Processing Services are provided by our third party payment processing partners as Third Party Offerings and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the third party processor. If you use Payment Processing Services you agree that you and your Affiliates will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Processing Services. |
3. Your Responsibilities | ||
3.1 | You are responsible for making sure that your Affiliates and End Users comply with the terms of this agreement and applicable laws. | Liability for Affiliates and End Users: You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with relevant provisions of this Agreement, including any Supplemental Terms and acceptable use policies provided or made available by Fitness Pro League, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact End Users through the Services, as applicable, in accordance with applicable laws and regulations. |
3.2 | You are responsible for providing accurate data and collecting and protecting that data as required by law. You are responsible for the things that allow you to access our Services. | Data; Unauthorized Access; Maintaining Networks: You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify Fitness Pro League promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services. |
3.3 | You agree that you and anyone you’re responsible for in this Agreement won’t violate the Agreement or engage in any of the prohibited conduct. | Restrictions on Use: You and your Affiliates and End Users will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use the Services to send unsolicited electronic messages (aka spamming); or (x) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (x) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, Fitness Pro League grants to the operators of public search engines permission to use spiders to copy materials from the Websites for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Fitness Pro League reserves the right to revoke these permissions at any time and without notice. |
3.4 | You are liable if any Cardholder Data is mishandled under your account. | Cardholder Data: You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and Affiliates will comply with PCI DSS anytime the Services are used to process credit cards. |
3.5 | You will keep all user names and passwords confidential. | User Names and Passwords: Fitness Pro League may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Fitness Pro League. You, and not Fitness Pro League, are responsible for any use or misuse of user names or passwords associated with your account. |
3.6 | You will obtain necessary consent from End Users before messaging them using the Services. | Consent: You are responsible for ensuring you have obtained the requisite level of consent necessary from End Users when utilizing the Services, including, but not limited to, the automated marketing products. |
4. Fees and Payment | ||
4.1 | Unless you have provided “Purchae Order”, the current Subscription Fees can be found on our proposal sent to you. | Software Services Fees: Unless otherwise stated on “Purchase Order” provided by you, fees for the Software Services (“Subscription Fees”) are set forth on the Proposal Provided to you. |
4.2 | Subscription Fees will be updated during any Renewal Term | Change in Subscription Fees: Unless otherwise specified in a Proposal Form, the Subscription Fees during a Renewal Term (defined below) will be updated to the pricing set forth on the applicable WebApp when each Renewal Term begins. If You have a Proposal Letter, Fitness Pro League may increase any fees specified in a Proposal , provided the increase will not become effective until the subsequent Renewal Term. For those Services not purchased, Fitness Pro League may increase the fees at any time, with or without notice to you. Fitness Pro League may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee. |
4.3 | You agree to pay the fees required for the Services you are getting through this Agreement and give us permission to process those payments. | Payment Terms: You agree to pay the Subscription Fees and any other applicable fees stated on a Proposal or otherwise specified in this Agreement. YOU ARE RESPONSIBLE FOR ALL SUBSCRIPTION FEES FOR THE ENTIRE SUBSCRIPTION TERM. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide Fitness Pro League with valid and updated credit card information or another form of payment acceptable to Fitness Pro League. If you provide credit card information, you represent that you are authorized to use the card and you authorize Fitness Pro League to charge the card for all payments hereunder. By submitting payment information, you authorize Fitness Pro League to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Fitness Pro League for purposes of acknowledging or completing any payment. |
4.4 | You agree that there will be additional charges if your payment is late and we can suspend your account if payments are not made. | Overdue Charges: Any amounts not received by the applicable due date may accrue late interest at the lesser of either (a) 1.5% of the outstanding balance per month, or (b) the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Fitness Pro League within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and Fitness Pro League will be entitled to either suspend the Services or terminate the Agreement in accordance with Section 8.2. |
4.5 | You will let us know within 30 days if there has been a payment error. | Payment Errors: If you believe a payment has been processed in error, you must provide written notice to Fitness Pro League within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute (“Payment Error Notice”). If the Payment Error Notice is not received by Fitness Pro League within such thirty (30) day period, the payment will be deemed final. |
4.6 | Fees for the Services do not include taxes – you are responsible for paying those. | Taxes: Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If Fitness Pro League is legally required to pay or collect any Taxes on your behalf, Fitness Pro League will invoice you and you will pay the invoiced amount. You acknowledge and agree that we may make certain reports to tax authorities (e.g., 1099 forms) regarding transactions that we process and merchants to which we provide Payment Processing Services are provided. For clarity, Fitness Pro League will be solely responsible for taxes assessed on Fitness Pro League based on its income. |
5. Intellectual Property Rights | ||
5.1 | Fitness Pro League retains all right to our own Intellectual Property. | Fitness Pro League Intellectual Property: Fitness Pro League or its affiliates own all right, title and interest in and to the Services, the Fitness Pro League Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Fitness Pro League and its affiliates reserve all rights, title and interest in and to the Services, the Fitness Pro League Data and Aggregated Data, including, without limitation, all related intellectual property rights. As between you and Fitness Pro League, all Fitness Pro League Marks are owned by Fitness Pro League or its affiliates. You agree not to display or use any Fitness Pro League Marks in any manner without Fitness Pro League’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks. |
5.2 | You have a limited license to use the Services as outlined in this Agreement. You may not do anything expressly prohibited in this section. | License Grant to You: Subject to the terms and conditions of this Agreement, Fitness Pro League hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Fitness Pro League in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement. |
5.3 | You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for marketing your business and Fitness Pro League. | License Grant to Fitness Pro League: You hereby grant to Fitness Pro League and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (a) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or Fitness Pro League’s or its affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images (collectively, “Your Marks”) in connection with: (x) providing the Services, (y) for marketing and promotional purposes in connection with Fitness Pro League’s business, and (z) for Marketing Services. Fitness Pro League agrees that any use by Fitness Pro League of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Fitness Pro League or its affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you. |
6. Data Ownership and Use |
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6.1 |
You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners. |
Your Data: |
6.2 |
We own data that we collect through independent sources, like the Fitness Pro League App. |
Fitness Pro League Data: |
6.3 |
Fitness Pro League reserves all rights to Aggregated Data. |
Aggregated Data: |
6.4 |
Our Privacy Policy covers how we collect and use personal information. |
Personal Information: |
6.5 |
We will notify one another if either of us becomes aware that Your Data has been compromised. |
Unauthorized Disclosure: |
6.6 |
We are not responsible for resolving or intervening in any dispute over Your Data. |
Data-Related Disputes: |
7. Confidential Information |
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7.1 |
You and Fitness Pro League will protect each other’s Confidential Information and only use it to fulfil obligations stated in this Agreement. |
A Party will not disclose or use any Confidential Information of the other Party except: Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: |
8. Term, Termination and Suspension |
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8.1 |
You agree to a 90-day Initial Term and a 30-day automatic renewal. |
Term: |
8.2 |
We have the right to end the Agreement immediately if you breach it. |
Termination for Cause: |
8.3 |
This describes what will occur and the rights that apply when the Agreement is terminated. |
Rights on Termination or Expiration: For a period of no greater than thirty (30) days following a notice of termination, Fitness Pro League will make Your Data (except Cardholder Data) available to you through Fitness Pro League’s standard data export process. Upon request by you within thirty (30) days following the termination date of this Agreement, and provided that; The following will survive any expiration or termination of this Agreement: the Introduction and Sections 1, 2.3, 2.5, 3, 4 (other than Section 4.1), 5, 6, 7, 8.3, 8.4, 9.1, 9.3, 10, 11, 12, 13, 14 and 15. |
8.4 |
We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account. |
Right to Terminate or Suspend Services. |
9. Warranties & Disclaimer |
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9.1 |
You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes. |
Accuracy of Your Account Information: |
9.2 |
We promise that the software will perform as described in the Documentation. |
Warranty of Functionality: |
9.3 |
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services. |
DISCLAIMER: |
10. Indemnification |
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10.1 |
If we are sued by another party as a result of something you’ve done, you’ll cover the costs. |
You agree to indemnify, defend, and hold harmless the Fitness Pro League Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: |
11. Limitations and Exclusions of Liability |
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11.1 |
These are the limits of legal liability we may have to you. |
FITNESS PRO LEAGUE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY FITNESS PRO LEAGUE. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FITNESS PRO LEAGUE PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT OR Rs. 5000.00 (INR), WHICHEVER IS GREATER. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH FITNESS PRO LEAGUE AND THE FITNESS PRO LEAGUE PARTIES. IN NO EVENT WILL ANY FITNESS PRO LEAGUE PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF FITNESS PRO LEAGUE, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. |
12. Export Controls |
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12.1 |
You promise to comply with any applicable export control laws and that you are not subject to any Indian trade restrictions or sanctions. |
You will comply with all applicable export laws and restrictions and regulations of the Indian Department of Commerce and Industry, or other Indian or foreign agency or authority, and you will not use the Services to export, or allow any export or re-export in violation of any such restrictions, laws or regulations. You represent and warrant to Fitness Pro League that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the India, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction. |
13. Intellectual Property Policy |
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13.1 |
Any information and data submitted to the Services must not violate the intellectual property rights of third parties and will adhere to our Intellectual Property Policy. |
Fitness Pro League respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted in accordance with our Intellectual Property Policy, and it may be updated by Fitness Pro League from time to time. Any data or information submitted to the Services is subject to our Intellectual Property Policy. To be effective, your notice must be in writing and must include the following: – A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyrighted work claimed to have been infringed. |
14. Miscellaneous |
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14.1 |
Indian law applies to this Agreement. |
Governing Law: |
14.2 |
In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process. |
Mandatory Informal Dispute Resolution: |
14.3 |
If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court. |
Arbitration Agreement: Any arbitration hearing will be held in Ahmedabad, Gujarat, India. The applicable governing law will be as set forth in Section 14.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. |
14.5 |
This Agreement controls our relationship. |
Entire Agreement: |
14.6 |
If any part of this Agreement can’t be enforced, the rest of the Agreement stands. |
Waiver and Severability: |
14.7 |
We are entering this Agreement with you and you agree you won’t transfer it to anyone else. In an effort to make sure we meet our obligations to you, we can bring in other parties to fulfill the duties promised in this Agreement. |
Assignment: |
14.8 |
You give us permission to contact you through the Services or via email for any Notices under this Agreement and agree to send any Notice to Fitness Pro League at the address listed in this Section. |
Notices: |
14.9 |
We are not liable for things that are not in our control, like natural disasters. |
Force Majeure: |
14.10 |
You agree that we can communicate with you electronically. |
Electronic Communications and Signatures: |
14.11 |
We are providing you Services for your business and this Agreement does not create a partnership or any other legal relationship. |
Relationship of the Parties: |
15. Definitions |
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below: |
“Affiliate” |
“Aggregated Data” |
“Apps” |
“Cardholder Data” |
“Confidential Information” means |
“Documentation” |
“End User Data” |
“Franchisee” |
“Marketing Services” |
“Fitness Pro League Marks” |
“Order Form” |
“Privacy Policy” |
“Services” |
“Software Service” is defined in the Introduction. |
“Third Party Offerings” |
“Website” |
“Your Data” |