Last Updated: September 15, 2019
Thank you for using FitTripper!
These Terms constitute a legally binding agreement ("Agreement") between you and FitTripping Inc. (dba FitTripper) governing your access to and use of the FitTripper website, including any subdomains thereof, and any other websites through which FitTripper makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "FitTripper Services"). The Site, Application and FitTripper Services together are hereinafter collectively referred to as the “FitTripper Platform”. Our other Policies applicable to your use of the FitTripper Platform are incorporated by reference into this Agreement.
BY REGISTERING ON OR USING THE FITTRIPPER PLATFORM AND/OR THE SERVICES INCLUDING ACCESSING, INSTALLING OR USING THE FITTRIPPER PLATFORM AND/OR THE DATA, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT, YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (WHERE APPLICABLE) TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR “USER” SHALL REFER TO SUCH ENTITY AND IT’S AFFILIATES.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, YOU AGREE NOT TO ACCESS THE FITTRIPPER PLATFORM OR USE THE SERVICES.
THIS AGREEMENT CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN YOU, OR THE ENTITY ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACCESS / USE THE FITTRIPPER PLATFORM AND THE SERVICES ("HEREINAFTER REFERRED TO AS “YOU”, “YOUR” OR “USER” WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE YOUR AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS"), AND FITTRIPPING INC. HEREINAFTER REFERRED TO AS “COMPANY” WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE THEIR SUCCESSORS AND ASSIGNS), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THE AGREEMENT.
1.1. Each User is required to register on the FitTripper Platform for the purpose of accessing and using the FitTripper Platform and the Services (“Signup/Register/Registration”) and create a user account for the use of the FitTripper Platform (“User Account”) in the following manner.
“User,” as defined for this entire Agreement, shall mean Gym Admin and / or Customer as may be relevant to the context.
1.1.1. Gym Admin Registration: The User may choose to register as a ‘Gym Admin’, in accordance with the options provided on the subscription page for Gym Admins and in accordance with any of the options provided on the subscription page of the FitTripper Platform.
1.1.2. Customer Registration: The User may choose to register as a ‘Customer’, in accordance with any of the options provided on the subscription page of the FitTripper Platform.
1.2. Upon Registration, each User may log into the user account on the FitTripper Platform, using a user name and password chosen by the User at the time of Registration (“Registration Details”).
1.3. The User agrees and acknowledges that the User shall be solely responsible for keeping secure the Registration Details required to access the FitTripper Platform. The User acknowledges and agrees that for the purpose of this Agreement, all actions performed by any person using the Registration Details shall be deemed to have been committed by the User and the User will be liable for the same.
1.4. The Company reserves the right to terminate this Agreement at any time if it is found that the User has been sharing the Registration Details, or providing access to the FitTripper Platform, to any unauthorized user or has been using the password, the FitTripper Platform for any illegal or unauthorized purpose.
1.5. The Company reserves the right to refuse to permit any person to register as a User, refuse to permit any person to access the FitTripper Platform, terminate user accounts, and remove or edit content in its sole discretion.
2. USE OF THE FITTRIPPER PLATFORM
2.1. Prohibited Uses
2.1.1. The following actions are prohibited in connection with the Users use of the FitTripper Platform:
126.96.36.199. any illegal use;
188.8.131.52. removal of any copyright and other proprietary notices connection with any content or information on the FitTripper Platform;
184.108.40.206. copying, decompiling, reverse engineering, or otherwise attempting to discover any source code, sell, assign or otherwise transfer any Intellectual Property on the FitTripper Platform and its contents;
220.127.116.11. uploading, display, publishing, transmission or sharing of any information or content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
18.104.22.168. uploading, display, publishing, transmission or sharing of any information or content that belongs to a third party and is infringing of such third party’s Intellectual Property Rights or is unsuitable;
22.214.171.124. uploading, display, publishing, transmission or sharing of any information or content that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or harmful to minors;
126.96.36.199. uploading, display, publishing, transmission or sharing of any information or content that threatens: the unity, integrity, defense, security or sovereignty of the United States, friendly relations with foreign states, or public order; causes incitement to the commission of any cognizable offence; prevents investigation of any offence; is insulting any other nation; or
188.8.131.52. the access and use of the FitTripper Platform in any manner other than as agreed.
2.2. Reporting and Lock Out
2.2.1. If any person (including a User or any member of the Company or the general public) finds that a User has engaged in prohibited uses, they may report / make a complaint against such User by contacting the Company.
2.2.2. Upon receiving a complaint against a User, the Company may investigate such complaint and restrict such User’s access to his / her User Account for the duration of the period of such investigation. If the Company finds that the User has engaged in prohibited uses, the Company may terminate the User Account.
2.2.3. The User acknowledges and agrees that the acceptance of any complaint / report, the conduct of investigation, and any actions taken subsequent to such investigation shall be at the discretion of the Company, and the Company shall have no obligation to notify and / or explain the same to the User.
2.2.4. The User acknowledges that the Company may at its discretion monitor:
(i) any content posted and / or submitted on the FitTripper Platform by the User.
(ii) any activities undertaken by the User on the FitTripper Platform and / or in relation to the Services.
2.2.5. The User acknowledges that the Company shall not be obliged to undertake any monitoring activities as described in clause 2.2.4 above.
2.3. Back up of User information
2.3.1. During the use of the FitTripper Platform, the Company or any third parties may also undertake frequent back-ups of User information stored therein. Company shall not be liable or responsible if any of the User’s backed-up information is lost or becomes irretrievable nor shall it be liable or responsible for the performance / run-time of any servers which are used in accordance with this Agreement.
2.4. Open Source
2.4.1. The FitTripper Platform may rely on the usage of certain open source libraries and utilities from time to time. You registering or using the Services constitutes your acknowledgement of having read and understood the terms of the open source libraries. Company disclaims all liabilities for any breach of the terms and conditions of such open source libraries.
2.5. Third Party Systems
2.5.1. Third Party Systems may be integrated as part of the FitTripper Platform offered by the Company. Such integration and the User’s use of such Third Party Systems may be subject to such additional terms and conditions as may be imposed by the Third Party Systems Owners. Users specifically undertake to comply with all such terms and conditions as may be imposed by the Third Party Systems Owners and the Company assumes no responsibility or liability in this respect.
2.5.2. The Company is not responsible or liable in any manner with respect to any Third Party Systems.
3. PROVISION OF SERVICE AND COMMUNICATIONS
3.1. Users are totally responsible and liable for the access and use of the FitTripper Platform
3.2.1. Users acknowledge and agree that Company may send various Communications (directly or indirectly through third parties) to the Users as part of the Service.
3.2.2. The User’s acceptance of this Agreement deems acceptance and agreement to receive Communications from Company (directly or through their vendors).
5. PROPRIETARY RIGHTS
5.1.1. All content on the FitTripper Platform, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement, are either the proprietary content of the Company, or are the proprietary property of the Company’s affiliates or licensors. All rights to such content are reserved.
5.1.2. All Third Party Systems are the sole and exclusive property of the Third Party Owners or their licensors.
5.2.1. The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the FitTripper Platform are the registered and unregistered Trademarks of the Company and/or its licensors or Affiliates. All rights to such Trademarks are reserved.
5.3. User Rights
5.3.1. The Users are not purchasing any title to the FitTripper Platform, but are only being granted a limited right to access and use the FitTripper Platform in accordance with the terms of this Agreement. 5.3.2. Nothing in this Agreement shall be construed as transferring or assigning to the User any title to the FitTripper Platform and its contents or any Intellectual Property therein and all rights not granted to the User are herein reserved by and for Company.
6.1 The Users acknowledge that during the course of this Agreement, they may have access to Confidential Information of the Company. The Users shall forever hold the Confidential Information in confidence and shall not publish, disclose or disseminate, display or otherwise make available to others any portion of Confidential Information of the Company that the User may come in possession of without the Company’s prior written consent.
6.2 The Users acknowledge that the Confidential Information is of considerable commercial and proprietary value to the Company and that the disclosure of any aspect of the Confidential Information will immediately give rise to continuing irreparable injury to the Company, which is inadequately compensable in damages at law, and the Company is entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, the Company may immediately terminate this Agreement, including all license rights granted herein, in the event the User breaches any confidentiality obligations herein.
6.3 Notwithstanding the aforesaid provisions, the Users may disclose Confidential Information where ordered to do so, by any government, judicial or quasi-judicial authority; provided however, that the User shall in such a case give Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an exemption or protective order preventing such disclosure
6.4 "Confidential Information" shall include without limitation: (a) trade secrets, and (b) proprietary and confidential information, ideas, samples, media, techniques, drawings, works of authorship, models, inventions, know-how, processes , algorithms, and software object and source code related to the past, current and future products and services of each of the parties, including information concerning research, development, design specifications, engineering, financial matters, customers, investors, employees, business relationships, business plans, forecasts, sales and marketing plans, marketing materials and strategies; passwords and access codes; Intellectual Property of the Company and any other information regarding the foregoing that is disclosed to the User. Confidential Information shall not include any information that (i) has become part of the public domain through no fault or breach of the User; or (ii) is already known to the User otherwise than through a breach of the confidentiality provisions of any agreements between the Parties.
7.1 The User hereby represents that:
7.1.1. The performance of or compliance by the User of this Agreement does not and will not violate any other agreements;
7.1.2. Subject to the terms and conditions of this Agreement, the User will not permit use of the FitTripper Platform to persons other than persons authorized by the Company;
7.1.3. The User providing any data or files to the Company or the use of the data by the Company will not violate any third party rights (including any intellectual property rights) or applicable laws (including any laws relating to data protection or data privacy);
7.1.4. The User will use the FitTripper Platform solely in compliance with the terms mentioned under this Agreement and all applicable laws;
7.1.5. The User will comply with all applicable laws in the use of the FitTripper Platform.
8.1 Company disclaims any warranty, express or implied, that the FitTripper Platform is secure or immune from: (i) interruption (ii) access, intrusion, corruption, modification or manipulation by an unauthorized third party; or, (iii) disabling code or computer viruses; or, (iv) program errors resulting from any of the causes specified in (i) and (ii) above (collectively, “Service Breaches”). The Company shall have no liability whatsoever, in the event of occurrence of any such Service Breaches, whether due to actions undertaken by any third parties or otherwise.
8.2 YOU AGREE AND ACKNOWLEDGE THAT THE FITTRIPPER PLATFORM ACCESSED BY YOU OR ANY THIRD PARTY AUTHORISED BY YOU TO USE THE FITTRIPPER PLATFORM UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FURTHER, THERE ARE NO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE FITTRIPPER PLATFORM. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE FITTRIPPER PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) THE FITTRIPPER PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE FITTRIPPER PLATFORM WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE BACK-UP OF YOUR INFORMATION UNDERTAKEN BY THE FITTRIPPER PLATFORM WILL BE MAINTAINED OR STORED; (v) THE SERVERS USED WILL BE UNINTERRUPTED, TIMELY, SECURE ERROR-FREE OR SHALL MEET YOUR REQUIREMENTS; AND (vi) ANY ERRORS OR DEFECTS IN THE FITTRIPPER PLATFORM WILL BE CORRECTED/RECTIFIED. (vi) YOU AGREE THAT YOUR RELIANCE AND/OR USE OF ANY NEWS, INFORMATION AND SUGGESTION SHALL BE AT YOUR OWN RISK
8.3 COMPANY DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY SOFTWARE OR APPLICATIONS AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO SUCH THIRD PARTY SOFTWARE OR APPLICATIONS OR THIRD PARTY SYSTEMS AND ANY ACTIONS RESULTING FROM THEIR USE. THE USE OF OR THE DOWNLOADING OR OTHER USE OF SUCH APPLICATIONS OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM (INCLUDING MOBILE, IPADS, TABLETS AND ANY OTHER DEVICE BY WHICH YOU ACCESS APPLICATION AND OR THE DATA), LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. COMPANY ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER IN CONNECTION WITH THE FITTRIPPER PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR VIA COMPANY’S WEBSITE, SERVICES, DOCUMENTATION, DATA, OR APPLICATIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.4 THE COMPANY AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR YOUR USE OF THE FITTRIPPER PLATFORM OR THE RESULTS THEREOF.
9. LIMITATION OF LIABILITY
9.1. COMPANY AND / OR ITS AFFILIATES SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE IN RELATION TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS.
10.1. The User shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors, owners, agents, employees, content providers, partners, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any (i) claims arising out of, based upon or resulting from the User’s use of the FitTripper Platform; (ii) claims arising from the breach of the User’s representation(s) or other covenants under this Agreement; (iii) claims arising from the User’s wrongful or negligent acts; and (iv) any claims of infringement of intellectual property arising in relation to anything submitted by the User. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User and the User shall not in any event settle any matter without the prior written consent of Company.
11. TERM AND TERMINATION
11.1. Term With respect to each User, this Agreement shall commence on the Effective Date and shall be valid unless terminated in accordance with the terms mentioned under this Agreement.
11.2.1. The Company has the right to terminate this Agreement with respect to a User and the User Account immediately in the event the User fail to comply with any provisions / terms of this Agreement;
11.2.2. The Company has the right to terminate this Agreement and the User Account at any time, without cause, upon providing one (1) days prior notice to the User.
11.3. Effect of Termination
11.3.1. The termination of this Agreement shall automatically, and without further action by Company, terminate and extinguish the rights granted to the User under this Agreement.
11.3.2. In the event of termination, the User’s access to and use of the App and the Services shall cease immediately.
11.3.3. In the event of termination, the Company shall have the right to retain a copy of any data provided by the User during the term of the Agreement and use such data for the purposes of the business of the Company.
11.4. Survival Notwithstanding the foregoing, the following Clauses shall survive the expiration or termination hereof for any reason: 5 (Proprietary Rights); 6 (Confidentiality); 7 (Representations); 8 (Disclaimer); 9 (Limitation of Liability); 10 (Indemnity); 11 (Term and Termination); and 13 (General Provisions).
12. OPERATING ENVIRONMENT
You are solely responsible for acquiring, installing, operating and maintaining the terminals and hardware and software environment necessary to access and use the FitTripper Platform and the Company disclaims all liabilities in relation to the same.
13. GENERAL PROVISIONS
13.1. Notification of Changes. The Company reserves the right to modify the terms of this Agreement at any time without giving the User prior notice. The User’s use of the FitTripper Platform following any such modification constitutes the User’s agreement to follow and be bound by such modifications. The last date this Agreement was revised may be set forth at the end of this Agreement. The User’s continued use of the FitTripper Platform after notice of any change to the Agreement will be deemed to be the User’s consent to the amended terms.
13.2. Force Majeure. The Company shall not be liable for any downtime or delay or unavailability of the FitTripper Platform caused by circumstances beyond the Company’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks.
13.4. Advertisement Company shall have the right to place advertisements and publicity materials of its choice, including that pertaining to parties other than itself for commercial use, either physically or through electronic means during the use of the FitTripper Platform.
13.5. Severability. If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
13.6. Waiver. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
13.7. Assignment. The User may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
13.8. Dispute Resolution and Governing Law
13.8.1. The Parties hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion.
13.8.2. This Agreement shall be governed by the Laws of the State of Delaware, without giving effect to its conflicts of laws principles.
13.8.3. Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of law provisions, consistent with the Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States), the dispute shall be exclusively brought in state or federal court located in Delaware.
13.8.4. Any legal action, suit or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, United States, and the Parties irrevocably submit to the exclusive jurisdiction and venue of those courts for any such action, suit or proceeding, and hereby waive any right to contest such exclusive jurisdiction or change such exclusive venue on any grounds.
13.8.5. Relationship of Parties. It is expressly agreed that Company and the User are acting hereunder as independent contractors and nothing contained or implied under this Agreement creates a joint venture, agency or partnership between the User and the Company.
13.9. Updates. The Company shall have the right to introduce new features, models, updates and upgrades to the FitTripper Platform. By agreeing to the terms of this Agreement, and Registering on the FitTripper Platform, you agree to be bound by any terms that may be applicable to such new features, models, updates or upgrades.
FitTripper and the FitTripper Platform (including fittripper.com and the FitTripper mobile application) are products of FitTripping Inc., a United States Delaware company. As sole owner of the FitTripper Platform, FitTripping Inc. reserves all the rights related to it. If you have any questions contact us at [email protected]