SaaS Licence Terms of Service - Gym

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY CLICKING ON THE "Continue" BUTTON YOU AGREE TO THESE TERMS WHICH WILL BIND YOUR GYM COMPANY OF WHICH YOU ARE AN AUTHORISED REPRESENTATIVE.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK ON THE "Continue" BUTTON OR MAKE OR RESTORE A PURCHASE.

1. Specification of Licence

We, WITHU HOLDINGS LIMITED ("WithU") of The Carriage House, Mill Street, Maidstone, Kent, United Kingdom, ME15 6YE licence you to provide access for all members of your gym over the age of 18 years old to use:

WITHU mobile application software, the data supplied with the software or generated by the use of the software, (App) and any updates or supplements to it.

The related online documentation (Documentation).

Any additional service we may provide from time to time via our website https://withutraining.com (Website) or through the App (Service) as permitted in these terms.

The members of your gym are permitted to receive access to the App through your Licence.

2. Financial provisions

Following a 30-day free trial period;

WithU Studio Partner subscribers (gyms with up to 1000 members) agree to pay a licence fee of £250.00 plus VAT per month to WithU for access to the WithU app for its members.

WithU Gym Partner subscribers (gyms with over 1,000 members) agree to pay a licence fee of £500.00 plus VAT per month to WithU for access to the WithU app for its members.

One licence must be purchased for each individual site required. Licences cannot be used for multiple sites unless agreed in writing by WithU.

3. The WithU App

This App is designed to help users get the most out of their time they spend working out, either in the gym or even in their own home. Once they set their goals and the level of difficulty, the app will provide them with exercise programmes designed to accommodate their requirements. Over time, according to their usage, expressed preferences and feedback, the App will adapt the programmes to suit their needs and progress. There is a degree of manual control too, so that they can select workouts they wish to do. There are different programmes to suit users who are looking to improve fitness, strength and mobility.

We have built the App using the advice and support of experts in the fitness and wellness market. Professional trainers have designed the exercise programmes and we have provided state of the art visual references which can be used as a basic guide for how an exercise may be performed. Our intention is to provide accurate visual references for every exercise but this cannot be guaranteed.

THIS APP IS NOT A SUBSTITUTE FOR PROPER MEDICAL ADVICE.

The App is designed to help users optimise their exercise and fitness regime. It has been built using advice and support from leading experts in the fitness and wellbeing market. However, it has not been designed for users specifically. We do not know their state of your health or any particular physical strengths or weaknesses. It is not intended to provide or replace medical advice. Users should always seek the advice of their physician or other qualified health provider prior to starting or changing any exercise or fitness regime or if they develop any discomfort or other health condition as a result of using this App.

Terms and Conditions

Please read these Terms and Conditions carefully. All agreements that WithU may enter into from time to time for the provision of the Licence shall be governed by these Terms and Conditions and WithU will ask for your express acceptance of these Terms and Conditions before providing any such services to you.

In this agreement, your gym company will be referred to as "you", "your" or "your gym".

1. Term

1.1 The Agreement shall come into force from date of subscription.

1.2 At the end of a 30-day free trial period, unless you cancel the subscription via the portal or via e-mail, the monthly Licence will automatically come into force and the first month's payment taken.

1.3 The Agreement shall continue in force indefinitely on a month to month basis, subject to termination in accordance with Clause 11 or any other provision of these Terms and Conditions.

2. Licence

2.1 WithU shall provide to you upon subscription, a URL Link to enable your members to access and use the App.

2.2 WithU hereby grants to you a worldwide, non-exclusive licence to provide the App to your members in accordance with the Documentation during the Term.

2.3 The licence granted by WithU to you under Clause 4.2 is subject to the following limitations:

(b) the App may only be used by the members of your gym;

(c) the App must not be used at any point in time by more than the total number of concurrent members specified on your application.

(d) If the App is used at any point in time by more than the total number of concurrent members specified on your application, WithU reserves the right to move you to a higher tier subscription. From Studio Partner to Gym Partner.

2.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by WithU to you under Clause 2.2 is subject to the following prohibitions:

(a) you must not sub-license its right to access and use the Licence;

(b) you must not permit any unauthorised person or application to access or use the Licence;

(c) you must not use the Licence to provide services to third parties;

(d) you must not republish or redistribute any content or material accessed through the Licence;

2.5 You must not use the Licence:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.6 WithU may suspend the provision of the Licence and access to the App for your members if any amount due to be paid by you to WithU under the Agreement is overdue, and WithU has given to you at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Licence on this basis.

3. Privacy

3.1 Under data protection legislation, we are required to provide users with certain information about who we are, how we process personal data and for what purposes and users' rights in relation to their personal data and how to exercise them. This information is provided in the WithU app privacy policy https://withutraining.com/privacy and it is important that you and your members that wish to use the App read that information.

Please be aware that internet transmissions are never completely private or secure and that any message or information sent using the App, by email or through our Website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

4. Mobile App

4.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of your members use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

5. Operating System Requirements

5.1 The WithU App requires either an Android or iOS device running a minimum of Android 5+ or iOS 12+

6. Intellectual Property Rights

6.1 WithU reserves all rights over its intellectual property, including the App, any trademarks whether registered or capable of registration, any other brands and brand identity and any other intellectual property. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from WithU to you, or from you to WithU.

6.2 You shall not make or give any representations, warranties or other promises concerning the App which are not contained in WithU's marketing materials.

7. Marketing

7.1 As part of the Licence, WithU will provide you with Gym branded marketing material to promote the App to your members.

7.2 WithU has the right to reference your Gym name and logo as a Licence holder in its own marketing of the App.

8. Charges

8.1 You shall pay the Charges as indicated for a Gym of your size in Financial Provisions above, to WithU in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to WithU.

9. Payments

9.1 You must pay the Monthly Charges by debit card or credit card or Google Pay or Apple Pay.

9.2 Payment card information will be stored with Stripe, a PCI compliant payment platform and retained for as long as you remain a WithU Licence holder.

9.3 Any amounts payable by you are non-refundable save in the event of fraud or gross negligence. In particular, WithU will not refund to you any amounts paid in respect of any members not taking up the free access to the App.

9.4 If you do not pay any amount properly due to WithU under these Terms and Conditions, WithU may revoke your Licence and remove access to the App for your members with immediate effect.

10. Liability

10.1 The maximum aggregate liability of WithU under the Agreement shall not exceed the total amount paid by you to WithU under the Agreement.

11. Termination

11.1 You may terminate the Agreement by giving WithU 30 days written notice of termination, expiring at the end of any calendar month.

11.2 WithU may terminate the Agreement immediately by giving written notice to your if:

(a) any amount due to be paid by your to WithU under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

10.3 If this Agreement is terminated, your members, that have downloaded the App with free access, will be entitled to continue to use the App directly by entering into an individual consumer agreement via either Google Play or the App Store. This offer will be made by WithU as a push notification to their mobile device.

12. Post-termination

12.1 If this Agreement is terminated, your members, that have downloaded the App with free access, will be entitled to continue to use the App directly by entering into an individual consumer agreement via either Google Play or the App Store. This offer will be made by WithU as a push notification to their mobile device.

12.2 All anonymised data related to usage during the Agreement will be retained by WithU post-termination.

13. Variation

13.1 No variation of this agreement shall be effective unless agreed in writing by WithU and an authorised representative of your gym.

14. Entire agreement

14.1 This agreement constitutes the entire agreement between WithU and your gym company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter.

15. Law and jurisdiction

15.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

15.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

16. Interpretation

16.1 The Clause headings do not affect the interpretation of these Terms and Conditions.

16.2 References in these Terms and Conditions to "calendar months" are the 12 named periods (January, February and so on) into which a year is divided.