Terms & Conditions

Fitnessity Terms & Condition of Service

Last updated September 13, 2023

User Agreement

INTRODUCTIONS

Welcome and thank you for using Fitnessity.co! These Terms of Service (“Terms”) govern your use of the the booking and networking service offered by Fitnessity, Inc. (“Company”), including any websites, mobile applications, devices, or APIs that are operated by Fitnessity or its subsidiaries and affiliates (collectively, the “Services” or "Platform"), and are entered into by you and Fitnessity, Inc., a Delaware corporation, and its subsidiaries and affiliates (“Fitnessity”). This Agreement applies to all visitors, users, and other parties who access the Services (each, hereafter, a “user”). The services provided by personal trainers, local fitness freelancers, fitness facilities, gyms, studios, sports and fitness organizations, sports event ticket sellers, equipment sellers and anyone offering or selling a service or product on the Fitnessity platform are all independent contractors using the fitnessity platform to start or gorwn the company and is here in after known as a “Service Providers”

By using the Services, you're agreeing to our terms, so please take a few minutes to read over the User Agreement below. Note: You are entering into a legally binding agreement. You agree to be bound by these Terms and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Fitnessitys Privacy Policy

ABOUT FITNESSITY

Fitnessity (Fit-ness-ity) is an all-in-one active experience marketplace & SaaS platform that simplifies the booking of active experiences. It includes business management tools, social networking features, and e-commerce capabilities. Users can search, compare, rate, and book trainers to coaches, classes to therapists, adventures to tours, events to equipment and apparel all in one place.

One platform for your complete active lifestyle.

ACCEPTANCE OF THESE TERMS

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

This Terms of Use Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN govern your access to, use of, and participation in the Platform made available by Fitnessity, Inc. ("Fitnessity," "we," "our," or "us") or any service provided through or by Fitnessity. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity.

AGREEMENT:

You agree that by clicking "Sign In" "Register" “Join Now” “Join Fitnessity” “Create An Account” “Create A Business Profile” "List my business" “Sign Up” “Book A Lesson” or similar, registering, accessing or using our services (including Fitnessity.co and our related mobile apps, developer platforms, premium services, or any content or information provided as part of these services, collectively, “Services”), you are entering into a legally binding agreement (even if you are using our Services on behalf of a company or another person or 3rd party). If you reside in the United States, your agreement is with Fitnessity, Inc.

This “Agreement” includes this User Agreement and the Privacy Policy, and other terms that will be displayed to you at the time you first use certain features (such as creating a profile, booking a service, or any services provided on the Fitnessity Platform. If you do not agree to this Agreement, do NOT click “Join Now” (or similar) and do not access or otherwise use any of our Services. Registered users of our Services are “Members” and unregistered users are “Visitors”. This Agreement applies to both.

You acknowledge that Fitnessity does not supervise, direct, or control the performance of services provided by our "Service Providers" Third Party Providers, and that Third Party Providers are neither employed by, nor in any partnership or joint venture or agency relationship with, Fitnessity.

You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and Fitnessity, Fitnessity does not form any employment or agency relationship with you and does not hold title to any services that you order through the Services. 

Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the service takes place.

When you use the Services to make a booking, you authorize the purchase of those services from the 'Service Providers". You agree that your purchase is being made from the "Service Provider" you have selected, that "Service Provider" is the merchant of record, and that title to any "Services" passes to you when they are purchased at the applicable "Service Providers" fitnessity business profile, the serach database "Instant Hire" or other areas of the "Platform" that connect the user with a "Service Provider". You agree that Fitnessity or the applicable third party payment gateway "Stripe" will obtain an authorization for your credit card, debit card, or other payment method on file with Fitnessity to cover the cost of the services you have purchased from the "Service Provider" and any separate Fitnessity fees and optional tips, and your payment method  will be charged for the services purchased by you and any applicable fees, taxes and/or tips. 

KEY TERMS

  • "Platform" means all Fitnessity websites, mobile or other applications, software, processes and any other services provided by or through Fitnessity.
  • “Visitor” means a user or person who is viewing the Platform but is not actively participating in any of the Platforms services. The visitor cannot view a profile.
  • "Member “or “Members” means a person who completes the Fitnessity account registration process or a person who submits their business to be listed on the Platform, including but not limited to Service Provider Members and Customer Members.
  • “Enthusiast”, “User”, “Buyer”, "Customer Members” or “Customers" means a Member who has engaged in the social network, networking, hiring, booking one or more of the Services offered from Fitnessity a Service Provider via the Fitnessity Platform.
  • “Professional”, “Personal Trainer”, “Gym”, “Gym Owner”, ”Facility”, “Facility owner”, ‘Studio”, “Studio owner”, "Service Provider Members" or “Service Providers” means a member who created and registered a Fitnessity for Business account on the Fitnessity Platform who intends to offer, sale, promote, or teach a service or services, offer a product, a lesson or lessons, class or classes or activities in order to grow their business by interacting with Customer Members with the intent to make money.
  • "Content” means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
  • "User Content" means all Content you submit, post, upload, publish, or transmit on or through the Platform, including but not limited to photographs, profile information, descriptions, postings, and reviews.
  • “Services" means the services offered directly from Fitnessity, services listed, quoted, scheduled, offered or provided by Service Providers, or sought, scheduled or received by Customer Members, through the Fitnessity Platform.
  • “Fitnessity", "we", "our", or "us" means (Company) Fitnessity, Inc.
  • "User", "you" or "your" means an individual who visits or uses the website

ADDITIONAL TERMS AND POLICIES

Please review Fitnessity's Privacy Policy, incorporated herein by reference, for information and notices concerning Fitnessity’s collection and use of your information. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

These Terms of Service include:

  • Your agreement that the Platform is provided “as is” and without warranty.
  • Your agreement that Company has no liability regarding the Platform.
  • Your acknowledgment and agreement that Company does not supervise, direct or control a Service Provider in any manner and Company has no liability regarding the performance of Service providers found on the Platform.
  • Your acknowledgment that any Service Provider listed, booked or hired on the Fitnessity platform is not an employee in any form of Fitnessity, Inc. and acts as an individual contractor whom represents their own business interests, services, and business practices.
  • Your consent to release Company from liability based on claims between and generally
  • Your agreement to indemnify Company from claims due to your use or inability to use the Platform or content submitted from your account to the Platform.
  • Your consent that you and Company have the right to compel arbitration.
  • Your consent that no claims can be adjudicated on a class basis.

Fitnessity grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms,  (), or any other policies. 

You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open source licenses. In that case, Fitnessity will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open source license will control but only with respect to the software, or portion of the software, to which it applies.

By using the Services, you represent and warrant that you are of legal age in the jurisdiction in which you reside to form a binding contract with Fitnessity. If you are using Fitnessity's Services for its intended purposes on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. 

In order to use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services, you will adhere to the () (which may be updated from time to time) and any other applicable Fitnessity policies, and you will respect those who you encounter in your use of the Services, including Third Party Providers, Fitnessity personnel, and individuals who support Fitnessity's Help Center. Fitnessity reserves the right to decline any "User", terminate or restrict access to accounts or Services, and/or cancel bookings at any time in its sole discretion. Fitnessity may periodically offer you certain incentives or benefits (e.g. membership, credit, coupon, promotion code, and/or discount code). If Fitnessity suspects or determines, in its sole discretion, any fraud, tampering, abuse, or violation of our Terms of Service in connection with any such offer, Fitnessity reserves the right to withhold, revoke, cancel, and/or terminate the incentive or benefit and to take other remedial measures.  

We’re constantly modifying and improving the Services & Platform. Fitnessity may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide Fitnessity with any feedback on or comments regarding the Services, you grant Fitnessity the right to use such feedback or comments for any purpose without restriction or payment to you. 

If you have any requests for booking cancellations, refunds, or returns, please visit your account to initiate such requests or review our Help Center articles for our policies regarding the same. Please note that once a shopper has begun shopping your order and/or delivery has begun, you may no longer have the option to reschedule or cancel the order. If we are able to reschedule or cancel your order, you may be charged a fee and/or may not be refunded for items that have been purchased on your behalf.

  1. THE FITNESSITY PLATFORM CONNECTS CUSTOMERS AND SERVICE PROVIDERS

The Platform is a web-based communications platform which enables the connection between Customers and Service Providers. “Customers” are individuals and/or businesses seeking to obtain a service listed on the platform and (“Services”) from “Service providers” are therefore businesses of service providers, and “Service Providers” are individuals and/or businesses seeking to offer their service for customers. Customers and Service Providers together are hereinafter referred to as “Users.” If you agree on the terms of a service with another User, you and such other User form a Service Agreement directly between the two of you and not Fitnessity, Inc. as set forth in more detailed below.

COMPANY DOES NOT OFFER SERVICES SUCH AS LESSONS, FITNESS OR ACTIVE ACTIVITIES DIRECTLY AND DOES NOT EMPLOY INDIVIDUALS OR BUSINESSESS TO PERFORM SERVICES. COMPANY DOES NOT SUPERVISE, DIRECT OR CONTROL A SERVICE PROVIDER’S WORK OR THE SERVICE BEING PROVIDED IN ANY MANNER, WHICH SERVICE PROVIDERS HEREBY ACKNOWLEDGES.

The Platform only enables connections between Users for the fulfillment of a service. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of services, service providers, customers, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the service requested and services provided by Users identified through the Platform whether in public, private, or offline interactions.

  1. USER VETTING

Users may be subject to an extensive vetting process before they can register for and during their use of the Platform, including but not limited to a verification of identity and a comprehensive criminal background check, at the Country, State and local level, using third party services as appropriate. Users hereby give consent to Company to conduct background checks as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act.

Although Company may perform background checks of Users, as outlined above, Company cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Platform.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM.

3. SIGN UP ELIGIBILITY; CHILDREN, MEMBERS AND SERVICE PROVIDERS

Access to use of the Platforms social network is available only to individuals who are at least 13 years old.  There are Services being offered for children and adults starting from age 1 and up. Fitnessity requires everyone to be at least 13 years old before they can create an account (in some jurisdictions, this age limit may be higher) and gain access to the social network features with Parent or Legal Guardians supervision. Parents or Legal Guardians are advised to be present and hands on while their child creates an account on the Platform. Parents or Legal Guardians are recommended and advised to educate and inform their child about the dangers of open communication on the Platform and creating boundaries and configuring the settings to keep their child safe and responsible. Creating an account with false info is a violation of our terms. This includes accounts registered on the behalf of someone under 13. If your underage child created an account on Fitnessity, you can show them how to delete their account via settings. If you'd like to report an account belonging to someone under 13, please contact us at contact@fitnessity.co.  Note that we'll promptly delete the account of any child under the age of 13 that's reported to us. If we discover that an individual under 13 has provided us with personal information, we will close the account and delete such information. Please mark your inquiries "COPPA Information Request." Parents or legal guardian, you can also learn more about how to protect your children's privacy online here.

Adults 18 and over are only permitted to communicate with a service provider or book a Service on the Platform. Children and Teens 17 and under are not permitted and are advised not to communicate, book a service, or meet up with any Service Provider alone or without a parent or legal guardian present. Children are not permitted in traveling or being alone with any Service provider found on the Fitnessity Platform even if a parent or legal guardian permits it. You acknowledge that Fitnessity is not responsible for irresponsibility or abuse of Service of the Platform

Only Adults who are 18 years of age have permission to communicate, schedule, book and pay for a Service offered from the Platform and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you are eligible.

  1. CONTRACT BETWEEN CUSTOMERS AND SERVICE PROVIDERS

You acknowledge and agree that a contract (the “Service Agreement”) is formed when you agree on the terms of a Service with another User. The terms of the Service Agreement include the terms set forth in this Section 4, the engagement terms proposed and accepted on the Platform, and any other contractual terms accepted by both the Customer and the Service Provider to the extent such terms do not conflict with the terms in this Section 4 and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Service Provider.

Where approved in advance by the Customer, the Service Provider is not obligated to personally perform the Services. Services performed by any service provider who has more than one employee working for them, or hires an assistant, extra helpers, schedules a replacement due to over booking or any other personnel engagement by the service provider shall require any such individuals to become registered Service Providers on the Fitnessity Platform. Pursuant to Company policies, the Service Provider can and should list the extra help hired as employees are team members on their Fitnessity Business Profile page. The Service Provider assumes full and sole responsibility for the payment of all compensation, benefits, damages, refund request and any other inquired expenses that are accumulated from any helpers hired directly from the service provider and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the Service Provider and all persons engaged by the Service Provider in the performance of the Service from the Platform.

The Customer book and pay for a service via the Fitnessity Platform before completing a service. Customer shall pay for all services beforehand on the Fitnessity platform. Each party agrees to communicate and agree on a time, place and price for a training session, class price or service price. Both users agree to be professional during the engagement, performance and completion of a Service. Both parties agree to notify Company of any disputes prior to negotiations beginnings. Both parties agree to inform Company of any resolutions or agreements that were formed, or not formed. If both parties could not agree after negotiations about any disputes and the Company was properly informed beforehand, Fitnessity can take up to 30 days to come to a resolution. If the Company was not properly informed beforehand of a dispute between both parties, then a resolution could take up to 60 days. Contact the disputes and refund departments at contact@fitnessity.co.

Customer Understanding

Before using the Platform, customer understand that they must be of legal age and register a member profile with Fitnessity to book any service offered on the platform, participate in blogs, forums, Q&A, challenges, programs and to view or participate in any activity on the platform.  Customer understands that Fitnessity is designed to allow the customer to book a service from one source and to allow bookings to occur online safely. Customers understand that all service providers that list a service are not employees of the Company. In the event that any issues may arise with a service provider, the both “Users” will attempt to resolve any issues between them first. If there are any chargeback request, refunds or disputes with a Service Provider, the customer will be responsible for contacting their service provider first for a possible resolution of the dispute.

Regarding dispute help from Company with payments: If a Customer has a dispute and wants the “Company” to get involved to handle or resolve the dispute, customer must understand the Company terms. Terms: If it is found that a customer and service provider made an arraignment, agreement, booking or sales deal that circumvents using the Platforms payment system, or the customer has paid, agreed to pay or recommended to pay the Service Provider directly and did use the Platform to complete the sale. The Company WILL NOT get involved in the resolution process no matter what. The company Will Not attempt to resolve any financial issues that was agreed upon between either “Users”.

If all services were booked and paid for through the Platform and a dispute between both customer and service provider cannot be resolved, then both parties may contact the Fitnessity disputes and refund department at contact@fitnessity.co

Customer understands that being on time, paying on time, acting and being professional while participating in any service booked is crucial. Customers working with a personal trainer on location or Customers home, customer understands that a hostile, dirty and uncomfortable environment isn’t best for a training session and could result in a session being canceled by the service provider. Understanding open communication, honesty and being up front about problems, injuries and medial issues with the service provider can make for a better training experience.

All Members understand that Fitnessity is only geared towards the sports, fitness, health and wellness and adventures industries and no other content, material or service shall be offered outside of the realm of sports, health. Wellness and fitness. Any violations will result in warning followed by termination of violating members account.

Service Providers Understanding

By registering or using the Platform to offer, post or provide a Service, Service Providers represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Service and in relation to the specific job they are performing. Service Providers understand and agree that sending a quote does not guarantee the quote will be read and using the Platform does not guarantee they will be hired for work.

Service provider should make sure that all arraignments made with a customer are kept, services are above and beyond what is asked with top notch professional service to ensure great reviews and ratings as well as continued bookings.

Service Providers understand and agree that upon creating a profile on the platform, it is their own company profile and business to run as professional as possible. Service providers are expected to be on time, responsible and perform all task as promised. Service Providers are encouraged to operate their business through the Fitnessity Platform. In the event that any issues may arise with a client, the service provider will attempt to resolve any issues between them first. If there are any chargeback request, refunds or disputes with a Service Provider’s customer, The Service Provider will be responsible to honor any agreement made and/or refund their client after an agreement of resolution of the dispute has been resolved.

Service Provider did not keep agreement with customer. If both Users came to an agreement and the Service Provider did not hold up his/her end of the agreement, they will be subject to an instant review. The customer who reaches out to the Company and has booked and paid for the Service Providers services through the Platform, then the Company will attempt to resolve this issue on the customers behalf. The Service Providers account will be frozen and placed under review by the Fitnessity Review Team and Quality Control Team for further investigation.

If it is found that Service Provider was in the wrong, the Company can take action against the Service Provider and cancel all upcoming transactions, bookings and business accounts permanently.

If it is found that a customer and service provider made an arraignment that circumvents using the Fitnessity platform, Company will not get involved in the resolution process no matter what. If all services were booked through the Fitnessity platform and a resolution between both service provider and customer cannot be resolved, then both parties may contact Fitnessity for disputes. Refunds are handled directly with the provider the customer booked with. Still need help contact Fitnessity at contact@fitnessity.co.   

If the Company is charged with a chargeback from a Service Providers client after or before a service is performed, then Service Provider agrees and understands that Company will charge Service Provider for the chargeback that was taken from Company. This can come in the form of a check to service provider or deducted from earning on the Fitnessity Platform. Service Providers needing help can contact the Fitnessity Business Support at contact@fitnessity.co.

All Members understand that Fitnessity is only geared towards the sports and fitness industry and no other content, material or service shall be offered outside of the realm of sports and fitness. Any violations will result in warning followed by termination of violating members account.

  1. FITNESSITY FEES AND TAXES

In connection with the use of Fitnessity’s Platform, Fitnessity may change the fees it charges for its Services. Fees can come from memberships, payment processing, fees from events, the ecommerce store and fees for other additional products or services and will be shown in policies or terms provided to you before you use such products or services. Fees may change from time to time and the Company will update you by placing terms on our Website. Company may also charge penalty Fees for fraud, misconduct or other violations of these Terms, as determined in our sole discretion. You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges shall be made to your credit card, PayPal or other payment method designated at the time you make a purchase or register for a service. If you do not pay on time or if Fitnessity cannot charge a credit card, PayPal or other payment method for any reason, Fitnessity reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by Fitnessity or by anyone on its behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Fitnessity may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisers, and that Company cannot and do not offer specific tax advice to either Service Providers or Customer Members. All sales on Fitnessity are final and non-refundable.

Unless otherwise stated, all fees are quoted in United States Dollars.

CHARGEBACKS

A chargeback (being a challenge to a payment that a Buyer files directly with their credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.

You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Platform.

You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).

TAXES

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.

You must also comply with your obligations under income tax provisions in your jurisdiction.

BILLING AND PAYMENT

Customers of the Platform book and hire a number of services offered directly from service providers. Company will not be a party to any contracts for service or services. Payment for services through the Platform is made directly from the Customer to the Service Provider and not by Company.

All Customers of the Platform will be required to provide their credit card or bank account details to Platform and the Payment Service Provider retained by Company (the “PSP”). Customers will be responsible for paying for all services up front upon booking the said Service. Customer and Service Provider is responsible for any out of pocket expenses agreed upon with each User. Any tip or gratuity, if applicable, belongs to the Service Provider.  

Fitnessity uses Stripe as it’s payment gateway to handle one time payments and recurring payments for payment processing and splitting payments with Service Providers.

Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or service provider or upon notice of any potential fraud, unauthorized charges or other misuse of the Fitnessity Platform, to (i) place on hold any service payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.

Service Payment and fees must be paid through the PSP as indicated on the Fitnessity Platform.

Users of the Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the services provided under the Agreement (other than taxes on Company’s income). Any questions regarding payments and billing can be directed to contact@fitnessity.co.

  1. DISPUTES BETWEEN OR AMONG USERS

Fitnessity values our Service Providers and Customers, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Members resolve such disputes independently. In the rare event a dispute initiated by either a Service Provider or a Customer cannot be resolved independently, you agree, at Fitnessity's request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation or arbitration processes conducted by Fitnessity or a neutral third-party mediator or arbitrator selected by Fitnessity. Notwithstanding the foregoing, you acknowledge and agree that Fitnessity is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party. You acknowledge that you have read and understand Company’s terms above for getting involved with disputes. To contact Fitnessity about disputes email us at contact@fitnessity.co.

7. FEEDBACK

You acknowledge and agree that all feedback, comments, questions and suggestions ("Feedback") you provide to Fitnessity are the sole and exclusive property of Fitnessity. You hereby irrevocably assign to Fitnessity and agree to irrevocably assign to Fitnessity all your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have. At our request and expense, you will undertake any tasks we may reasonably request to assist us in acquiring, perfecting and maintaining intellectual property rights and other legal protections for the Feedback. Fitnessity shall have no obligation concerning the Feedback, including but not limited to no obligation to return any materials or acknowledge receipt of any Feedback. By sending or otherwise transmitting Feedback to Fitnessity, you represent and warrant that you have the right to disclose the Feedback and the Feedback does not violate the rights of any other person or entity. This Feedback section shall survive any termination of your Account or the Platform.

8. ADVERTISING

Unless otherwise agreed with Company, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, quote, listing description, clarification board or the message board, must relate to a project, contest, item listed, user or service being performed on the Platform. An example of a permissible website address would be a portfolio of work.

We may display sponsor advertisements and promotions on the Platform. You can place sponsored ad spots across the platform. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as result of the presence of such advertisements/ promotions on the Platform or your subsequent dealings with the Advertisers. Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by Fitnessity or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.

  1. RELEASE

The Fitnessity Platform is only a venue for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the Service, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS PLATFORM.

ASSUMPTION OF RISK:

All users are aware that Fitnessity is a multi-sport, health, wellness, and fitness Platform and activities associated with the Platform may be physical in nature and Customer may receive lessons from Service Providers that may offer services in personal training, coaching instructions, lessons, health and wellness advice and coaching, mentorship and all other forms of lessons provided on the Platform. Customer understands that some activities can vary in intensity or experience and is advice to be very open and honest with the chosen service provider before and after booking a session and being honest about prior experience.  Customer acknowledges that some sustained physical activities could place stress on the cardio-respiratory and muscular systems (collectively referred to as “Training”), are and can be hazardous activities that include certain risks and dangers, including but not limited to, catastrophic injuries, paralysis, other serious injury and death. CUSTOMER AGREES TO VOLUNTARILY ACCEPT FULL RESPONSIBILITY OF ALL RISKS INVOLVED, INCLUDING RISKS FROM PARTICIPATING IN ANY TRAINING, USE OF EQUIPMENT PROVIDED BY THE SERVICE PROVIDER, WHETHER THE TRAINING OCCURS AT A FACILITY, ON LOCATION OR A SPORTS EVENT. CUSTOMER AGREE TO RELEASE COMPANY OF ALL RISK OF CHOICES MADE BY CUSTOMER AND AGREES THAT COMPANY HAS NO PRIOR KNOWLEDGE OF CUSTOMER’S PHYSCIAL, MENTAL OR HEALTH CONDITIONS AND AKNOWLEDGE THAT COMPANY DOES NOT PARTICIPATE IN MAKING DECISION ON WHICH SERVICE OR ACTIVITY THE CUSTOMER PARTICIPATES IN.

TRAINING AND PARTICIPATION WAIVER

In consideration of all “Users” participation in any Service provided by Service Providers. All “Users” ,heirs, executors, administrators or assigns, do hereby release, waive, discharge and covenant not to sue Company or its members, managers, officers, directors, agents, and affiliated entities (Hereinafter referred to as “Releases”) from liability, from any and all claims, including the negligence of the Service Provider resulting in personal injury, accident or illnesses (Including Death) and property loss arising from, but not limited to, participation in the Service and use of facilities, premises or equipment wherever located and by whomever provided. In further consideration for the right to use equipment provided by the Service Provider or equipment at another location, Users acknowledge and agree that Company has not inspected the equipment at the Location or the suitability for the service being provided. I expressly release, hold harmless, discharge and indemnify (Including costs and attorney’s fees) Company and Releases for any loss, injury or damage (including Death) from any cause, including negligence arising out of any Location, and/ or arising out of the use of User equipment or equipment provided by the Service Provider.

PHYSICIAN APPROVAL

Customer is advised upon scheduling and booking a session with a Service Provider to release and inform any and all medical problems that could result in serious bodily harm. If you have recently suffered an injury, pregnancy, serious illness or any other medical problem, you are advised to a) been given a physician’s permission to participate in the Training, or b) voluntarily participate in the Training and accept all risks related to the Training without the approval of my physician(s). Customer release the Company of being aware of any medical or physical condition that would prevent the customer from participating in any form of Training or from using equipment or facilities which pose a serious health risk to Customer. Customer further acknowledge and agree that the customer is not obligated to participate in any Training that he/she do not wish to participate in. Customer agrees to inform any Service Provider hired via the Platform immediately if he/she does not wish to participate in any specific Training routine.

MISSED SESSIONS

As a user of the Platform, you release the Company of any liability for refund, credit or any monies owed for missed sessions between customer and Service Provider. You agree that it is the responsibility of both parties to communicate and settle any miscommunication or scheduling problems between each other. You acknowledge that the Company has no say and involvement in what the agreed upon schedule or location will be for each training session.

  1. PUBLIC AREAS; ACCEPTABLE USE

The Platform may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the Platform, you may not share your personal contact information with other Users.

Without limitation, while using the Platform, you may not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff, or use information learned from the Platform or during the performance of a Service to otherwise defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any other User or Company staff outside of the Platform.
  • Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
  • Use the Platform for any purpose, including, but not limited to posting or completing a Service, in violation of local, state, national, or international law.
  • Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
  • Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
  • Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
  • Advertise or offer to sell any goods or services for any commercial purpose through the Platform which are not relevant to the Services offered through the Platform.
  • Post or complete a Service requiring a User to (i) purchase or obtain gift cards, money orders, or high value items without notifying Company, (ii) cross state lines during the performance of a Service, (iii) provide ridesharing or other peer-to-peer transportation services, (iv) post ratings or reviews on any third-party website in breach of such third party website’s terms of use, or (v) otherwise engage in harmful or illegal activity.
  • Conduct or forward surveys, contests, pyramid schemes, or chain letters.
  • Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
  • Post the same Service repeatedly (“Spamming”). Spamming is strictly prohibited.
  • Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Platform.
  • Transmit more request messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Fitnessity reserves the right to revoke these exceptions either generally or in specific cases;
  • Restrict or inhibit any other User from using and enjoying the Public Areas.
  • Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company.
  • In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, use on a mirrored, competitive, or third-party site
  • Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Platform in any manner.
  • Hack or interfere with the Platform, its servers or any connected networks.
  • Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use.
  • Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company.
  • Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes terrorism, terrorist acts or terrorist activities, racism, bigotry, body shaming, hate crimes or any hatred of any kind, any physical harm of any kind against any individual, group of individuals, business or organization.
  • Upload content that provides materials or access to materials that exploit people under the age of 13 in an abusive, violent or sexual manner.
  • Use the Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Platform as set forth herein.
  • Use the Platform to collect usernames and or/email addresses of Users by electronic or other means.
  • Agree to book a Service when you do not meet a Service Provider's requirements;
  • Use the Platform or the services in violation of the Best Practices Guide.
  • Use the Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes.
  • Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of the platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
  • Register under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
  • Cause any third party to engage in the restricted activities above.
  • Use another person's Account, misrepresent yourself or Service being provided through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

  1. TERMINATION AND SUSPENSION

Company may terminate or suspend your right to use the Platform in the event that Company believe that you have breached this Agreement (a “User Breach”) by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.

If Company terminates or suspends your right to use the Platform as a Customer for a User Breach, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion. Except for refundable fees you have advanced to Company (if any), Company is not liable to you for any modification or discontinuance of all or any portion of the Platform. Notwithstanding anything to contrary in this Section 8, Company has the right to restrict anyone from completing registration as a Service Provider if Company believes such person may threaten the safety and integrity of the Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

12. SANCTIONS FOR VIOLATIONS OF THESE TERMS

Without limiting any other rights reserved herein, Fitnessity may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Fitnessity, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties, terminating your Account, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution

  1. ACCOUNT, PASSWORD, SECURITY AND MOBIL PHONE USE

You must register with Company and create an account to use the Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, or you suspect any other breach of security, you will contact Company immediately.

By providing your mobile phone number and using the Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Platform. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your account settings on the Platform or Company’s mobile application, or by emailing contact@fitnessity.co.

14. YOUR INFORMATION AND LIKENESS

“Your Information” is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User Generated Content.”

You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

The Platform hosts User Generated Content relating to reviews and ratings of specific Service Providers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake their own research to be satisfied that a specific Service Provider is the right person or persons to offer the Service. You agree that Company is not liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so.

You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Platform.

Each Service Provider who provides to Company any videotape, film, record, photograph, voice, or all related instrumental, musical, or other sound effects, in exchange for the right to use the Platform, hereby irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:

  • Use any videotape, film, record or photograph that such Service Provider provides to Company, and use, reproduce, modify, or creative derivatives of such Service Provider picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”), in and in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such Service Provider in connection with the Platform.
  • Reproduce in all media any recordings of such Service Provider’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Platform.
  • Use, and permit to be used, such Service Provider’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Platform in any media.
  • Use, and permit to be used, such Service Provider’s name and identity in connection with the Platform.

Each Service Provider hereby waives all rights and releases Company from and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Service Provider’s identity, likeness or voice in connection with the Platform.

Each Service Provider acknowledges that Company shall not owe any financial or other remuneration for using the recordings provided hereunder by such Service Provider, either for initial or subsequent transmission or playback, and further acknowledges that Company is not responsible for any expense or liability incurred as a result of such Service Provider’s recordings or participation in any recordings, including any loss of such recording data.

15. LINKS TO OTHER WEBSITES

The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the Platform to such websites (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, and not by Company's Terms of Service or Privacy Policy. You access such third-party websites at your own risk. Company expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Platform. You hereby agree to hold Company harmless from any liability that may result from the use of links that may appear on the Platform.

As part of the functionality of the Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third Party Account”) by either: (i) providing your Third-Party Account login information through the Platform; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of these Terms of Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Company’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Platform. Upon your request at contact@fitnessity.co, Company will deactivate the connection between the Platform and your Third-Party Account and delete any information stored on Company’s servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

16. WORKER CLASSIFICATION AND WITHHOLDINGS

AS SET FORTH IN SECTION 1, COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Service Providers work or service performed in any manner. Company does not set a Service Providers work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Service. Company does not provide any supervision to Users.

The Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ services.

You agree to indemnify, hold harmless and defend Company from any and all claims that a Service Provider was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Service Provider was misclassified as an employee (including, but not limited to, raises, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a Service Provider, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

17. INTELLECTUAL PROPERTY RIGHTS

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by Company, excluding User Generated Content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the Fitnessity Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

18. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

Company respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to Attn: Legal Department at: Fitnessity, Inc., 2067 Broadway, 7th Fl. New York, NY 10023 or at contact@fitnessity.co.

  • A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located. Include enough information to allow Company to locate the material, and explain why you think an infringement has taken place;
  • A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
  • An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

19. CONFIDENTIAL INFORMTION

You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Company and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Company’s trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Company’s business, operations and properties, including information about Company’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

20. DISCLAIMER OF WARRANTIES

USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICE OR SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM.

NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.

NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

IN ADDITION, NOTWITHSTANDING ANY FEATURE A CLIENT MAY USE TO EXPEDITE A SERVICE SELECTION, EACH CLIENT IS RESPONSIBLE FOR DETERMINING THE SERVICE AND SELECTING THEIR SERVICE PROVIDER AND COMPANY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE OR SERVICE PROVIDER. COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDERS ACCREDITATION, REGISTRATION OR LICENSE.

21. NO LIABILITY

 YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOU OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ITS SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY SERVICE OFFERED VIA THE PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES IN EXCESS OF THE COMPANY USER AGREEEMENT AND POLICIES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

22. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the Platform, or (ii) any content submitted by you or using your account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.

23. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Company agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with Company as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Company’s help department at contact@fitnessity.co. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Fitnessity help department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

BINDING ARBITRATION: If you and Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Platform (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed USD 10,000, Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER. You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Company in writing within 30 days of the date you first registered on the Platform or 30 days from the date this Agreement was last updated. To opt out, you must send a written notification to Company at Fitnessity, Inc., 2067 BROADWAY 7TH, New York, NY, 10023 Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND FITNESSITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

Changes to This Section: Fitnessity will provide thirty (30) days' notice of any changes to this section by posting on the Platform or sending you an email. Amendments will become effective thirty (30) days after they are posted on Fitnessity.net or sent to you by email. Changes will apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Platform

LOCATION OF ARBITRATION. Arbitration will take place in Manhattan-New York County, New York, You and Company agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the New York state and Federal courts located in Manhattan, New York have exclusive jurisdiction and you and Company agree to submit to the personal jurisdiction of such courts.

24. GOVERNING LAW

You and Company agree that, other than as set forth under the subsection entitled “Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding” in Section 20 above, if any portion of Section 20 entitled “Dispute Resolution” is found illegal or unenforceable, that portion will be severed and the remainder of the Agreement will be given full force and effect.

Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles.

Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, the enforceability of Section 20 entitled “Dispute Resolution” shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

25. SPECIAL PROMOTIONS

Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified or removed at any time by Company without advance notification and the liability of any of Company’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to Section 18 of these Terms of Service, including but not limited to Section 18 of these Terms of Service.

Holds

To protect Company from risk of liability for your actions as a Service Provider, Company has at times recommended, and may continue to recommend, that PayPal restrict access to funds in a Service Providers PayPal account based on certain factors, including, but not limited to, booking history, service providers performance, ratings, reviews, returns, riskiness of the listing category, transaction value, or the filing of an Fitnessity Money Back Guarantee case. This may result in PayPal restricting funds in your PayPal account.

26. NO AGENCY

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

27. GENERAL PROVISIONS

Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.

Force Majeure: Other than payment obligations, neither Fitnessity nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Severability: The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.

28. CHANGES TO THIS AGREEMENT AND THE PLATFORM

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information through the Platform at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Platform. Your continued use of the Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may change, modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability. Company may also impose limits on certain features or restrict your access to parts or all of the Platform without notice or liability.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, PRIVACY POLICY AND BEST PRACTICES GUIDE AND AGREE THAT MY USE OF THE FITNESSITY PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Contact Information

If you have any questions about these Terms or the Platform, please contact us by sending an email to contact@fitnessity.co, or by writing to: Fitnessity, Inc., 2067 Broadway, 7th Fl.,  New York, NY 10023.