Terms & Policies

Terms of Use for Studio Owners

Table of Contents

  • Setup & Definitions

  • Introduction

  • Rules of User Conduct

  • Disclaimers, No Representations or Warranties

  • Limitation of Liability & Indemnification

  • Website Content, Ownership & Copyright Notice

  • Data Protection

  • Sharing Content and Information

  • fitDEGREE Safety & Account Registration/ Security

  • Protecting Other People's Rights

  • Links to Third Party Resources

  • Subscription Plans/ Terms for Clubs

  • Subscription Fees

  • Changes, Cancellation or Termination of Subscriptions

  • Additional Terms

  • Choice of Law/ Governing Law & Arbritation Clause

  • Severability

  • How to Contact Us

  • Setup & Definitions

Last updated: October 3, 2018

A Terms of Service (“ToS” or “Terms”) is a statement of rules and a contract between the provider and users which a user must agree to abide by in order to use a service. This ToS was created and prepared by fitDEGREE, LLC, a Delaware limited liability company (“fitDEGREE”, the “Company”, “us”, “we”, or “our”). Please read this ToS carefully before using, visiting www.fitdegree.com, visiting or using our mobile website, any other web-based platforms, and the fitDEGREE Administrator Platform (defined below) (collectively, the “Websites”), or downloading and using the fitDEGREE Mobile Application (the “fitDEGREE App”) (collectively, the Websites, fitDEGREE App and any and all services provided by fitDEGREE can be referred to as the “Services” or the “fitDEGREE Services”).

The fitDEGREE Administrator Platform means fitDEGREE Software hosted by fitDEGREE, operated by fitDEGREE on a “Software as a Service” (“SaaS”) basis, and accessed and used by each Club and Club’s Authorized Users (as defined below). The Administrator Platform is accessible online and through the fitDEGREE App for the Club’s and/or Club’s Authorized User input of user data, and to generate and receive data analytics and output.

Authorized User means each person who is authorized by the Club to have administrative privileges on the fitDEGREE App and the Administrator Platform and who accesses or uses any Administrative Accounts (as defined below) of the Club with fitDEGREE. An Authorized User may be an employee, contractor, consultant, or other agent of the Club.

The administrative functionality of the Mobile Application and Administrator Platform is designed to be administered only by Authorized Users. fitDEGREE provides the Club with two levels of accounts:

Master Account: fitDEGREE provides the Club with one or more account and login that grants full, unrestricted access to the Services for one or more specified Authorized Users (“Master Account”).

Secondary Account: At the Club’s discretion, the Club may assign other Authorized Users with an account and login that restricts access to certain aspects of the Services (“Secondary Account”, together with the “Master Account”, the “Administrative Account(s)”).

By using or accessing the Services, you agree to this ToS, as updated from time to time by fitDEGREE. If fitDEGREE makes changes to the ToS, we will notify you of the change as described below under “Additional Terms”. If we make changes to policies, guidelines or other terms referenced in or incorporated by this Statement, we may provide notice on the Websites and/or fitDEGREE App. Your continued use of the Services, following notice of the changes to our terms, policies or guidelines, constitutes your acceptance of our amended terms, policies or guidelines.

fitDEGREE provides certain services and collects a variety of information about the users. As such, fitDEGREE may ask you to review and accept separate terms and conditions that apply to your use and interaction with the fitDEGREE Services. To the extent those supplemental terms and conditions conflict with this ToS, the supplemental terms and conditions govern with respect to your use of such fitDEGREE Services, to the extent they conflict.

If you violate the letter or spirit of this ToS, or otherwise create a risk or possible legal exposure to fitDEGREE, or for any other reason that fitDEGREE, in its sole discretion deems necessary, fitDEGREE can stop providing all or part of the Services to you. fitDEGREE will notify you by the email you provided in your registration for the Services or at the next time you attempt to access your account of any termination of Services.

Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms, and any terms, policies, or guidelines referenced herein upon creating a user profile. These Terms apply to all clubs, studios, gyms and similar facilities, and others (“Clubs”) who access or use the Services. By accessing or using the Services, you agree to be bound by these Terms.

IF YOU DISAGREE WITH ANY PART OF THESE TERMS, YOU MUST EXIT THIS WEBSITE IMMEDIATELY AND DISCONTINUE ANY USE OF THE INFORMATION AND THE SERVICES.

fitDEGREE hereby incorporates by reference any additional terms, conditions and privacy notices to this ToS as if set forth fully herein.

Introduction

Welcome to fitDEGREE! We provide services via a variety of technologies, including the fitDEGREE Websites and the fitDEGREE App. The technologies that make up the Service may change from time to time.

fitDEGREE provides the service to health clubs, studios, gyms and similar facilities (each, a “Club”, also referred to as “it” or “its”) pursuant to a written agreement between fitDEGREE and each Club (“Club Agreement”). Each person who uses the Service is referred to as a “user” or “you” or “your”. Each Club obtains access to the Service and the fitDEGREE Administrator Platform pursuant to these ToS. Individual users are provided access to the Services under a separate Terms of Service Agreement, which can be found below the ToS for Studio Owners. These ToS and the Privacy Notice apply to each Club as defined above. Additionally, each Club is subject to a Data Processing Agreement (DPA), which can be found here: [LINK].

These ToS govern the Club’s access to and use of the Service. By accessing or using the Service, the Club agrees to be bound by these Terms as if these Terms were signed by the Club in ink on a hard-copy agreement.

The Club is invited to use and view the Services available on the fitDEGREE Websites and to use the fitDEGREE Mobile Application and/or any Services associated therewith. fitDEGREE has the ability to collect and store certain data provided by the Club of the fitDEGREE App, Websites or any of the Services. The collection and storage of this data is subject to the terms enumerated in fitDEGREE’s Privacy Notice, which can be found below the ToS for End Users, which is incorporated in this ToS as if set forth at length herein.

Should the Club encounter any bugs, glitches or other forms of troubleshooting related issues, please contact us by using the fitDEGREE App.

The remainder of this ToS is intended to act as a contract between fitDEGREE and all visitors, users, Clubs, and others who access or use the Services. The terms, restrictions, disclaimers, and other legal notifications will affect the way the Club uses our Services.

Rules of User Conduct

As a condition to the Clubs’ right to access and use the Services, the Club agrees to these Terms and to strictly observe the following rules of conduct (“Rules of Conduct”):

Do comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements.

Do provide accurate information to us and update it as necessary.

Do review and comply with our Privacy Notice and the ToS.

Do review and comply with notices sent by us concerning the Service.

Don’t act dishonestly, inappropriately or unprofessionally by posting inappropriate, inaccurate, or objectionable information or other content (“Content”).

Don’t reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property contained or embedded in or used to provide the Service or the fitDEGREE Content, or any part thereof.

Don’t include information in the Service, except in designated fields, that reveals the identity or sensitive personal information of you or anyone else (i.e., information that identifies you as an individual, “Personal Information”), such as an address, that is confidential in nature.

Don’t use any information, data or Content you view or obtain from our Service to provide any services that are competitive with our Service.

Don’t imply or state, directly or indirectly, that you are affiliated with or endorsed by fitDEGREE, unless you have entered into a written agreement with fitDEGREE that expressly permits you to say that.

Don’t adapt, modify or create derivative works based on any part of the Service or the technology underlying the Service.

Don’t rent, lease, loan, trade, sell or re-sell access to the Service or any Content (other than Content you personally own) or any data on the Service.

Don’t use software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any part of the Service.

Don’t use bots or other automated methods to add or download Content, or send or redirect messages or other permitted activities other than through fitDEGREE-sanctioned tools.

Don’t access the Service for purposes of monitoring its availability, performance or functionality, or for any competitive purpose.

Don’t engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Service.

Don’t access the Service by any means other than through the interfaces provided by fitDEGREE.

Don’t override any security component included in or underlying the Service.

Don’t engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to, unsolicited communications to other users or fitDEGREE personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Don’t remove any copyright, trademark or other proprietary rights notices contained in or on the Service, including any of our notices or notices of our licensors, or any notices of any other users (for more information, see below under “Website Content, Ownership and Copyright Notice”).

Don’t collect, use or transfer any information, including any Personal Information, obtained from the Service, except as expressly permitted in the Terms or as the owner of the information may expressly permit in writing.

Don’t interfere with or disrupt the Service, including but not limited to any servers or networks connected to the Service.

Don’t infringe or use the Service’s or fitDEGREE’s brands, logos, trademarks or service marks, including, without limitation in any business name, email, or URL.

Don’t access, tamper with, or use non-public areas of the Service, fitDEGREE’s computer systems, or the technical delivery systems of fitDEGREE’s providers.

Don’t forge any Transmission Control Protocol/Internet Protocol (“TCP/IP”) packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information.

Don’t upload, post, email, transmit or otherwise make available or initiate any communication, Content or data that:

- Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresents your affiliations with a person or entity, past or present.

- Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable.

- Adds to a data field any information that is not intended for such field (i.e., submitting a telephone number in the “title” or any field other than a field requesting a telephone number).

- Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships, including without limitation any insider information, proprietary information or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements.

- Infringes or misappropriates any patents, trademarks, trade secrets, copyrights or other rights.

Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

- Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy, erase or limit the functionality of any computer software or hardware or telecommunications equipment.

- Forges headers or otherwise manipulates identifiers in order to disguise the origin of any communication.

Services are Not Intended for Children

The Club warrants that each user who has access to and uses the Services is at least 16 years old.

Disclaimers, No Representations or Warranties

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO THE CLUB. DO NOT RELY ON THE SERVICE, OR ANY CONTENT OR INFORMATION ON OR IN THE SERVICE. WE PROVIDE THE SERVICE AND ALL INFORMATION, INCLUDING THE CONTENT, ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IF THE CLUB IS DISSATISFIED OR HARMED BY ANYTHING RELATED TO THE SERVICE, IT MAY STOP USING THE SERVICES AS FURTHER STATED IN THE TERMINATION PROVISION BELOW. TERMINATION IS ITS SOLE AND EXCLUSIVE REMEDY. WE NEITHER WARRANT NOR REPRESENT THAT USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. WE DO NOT GUARANTEE THAT THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION OR WITHOUT ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICE, INCLUDING THE FITDEGREE WEBSITE OR APPLICATION, MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONS, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. WE DO NOT GUARANTEE THAT THE SERVICES, OR ANY COMPUTER HOSTING THE SERVICES, ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL PARTICLES. UNDER NO CIRCUMSTANCES IS FITDEGREE RESPONSIBLE IN ANY WAY FOR THE INFORMATION POSTED ON THE SITE BY THIRD PARTIES NOT UNDER THE DIRECT CONTROL OF FITDEGREE. BY ACCESSING AND/OR USING THE SERVICES, THE CLUB EXPRESSLY AGREES TO ASSUME THE ENTIRE RISK AS TO THE QUALITY AND/OR PERFORMANCE OF THE SERVICES.

THE CLUB FURTHER AGREES TO ASSUME THE RISK TO THE ACCURACY AND QUALITY OF THE CONTENTS OF THE SERVICES.

THE CLUB AGREES AND UNDERSTANDS THAT IT IS FULLY AND COMPLETELY ASSUMING THE RISK AND IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY FILE WHEN USING THE CONTENTS OF THE SERVICES, ANY MATERIAL CONTAINED THEREIN AND/OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES.

Limitation of Liability & Indemnification

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO THE CLUB.

THE CLUB AGREES AND UNDERSTANDS THAT UNDER NO CIRCUMSTANCES WILL FITDEGREE BE LIABLE FOR ANY LOSS OR DAMAGES RELATED TO THE CLUB’S RELIANCE ON ANY INFORMATION CONTAINED IN OR RELATED TO THE SERVICES. THE CLUB ASSUMES FULL RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE SERVICES.

NEITHER WE NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, OFFICERS, EMPLOYEES, MEMBERS, OR DIRECTORS (“FITDEGREE AFFILIATES”) SHALL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES, IF ANY, PAID BY THE CLUB TO FITDEGREE DURING THE CALENDAR YEAR IN WHICH SUCH EVENT IS CLAIMED TO HAVE OCCURRED, OR USD $100, WHICHEVER AMOUNT IS GREATER.

NEITHER FITDEGREE NOR ANY FITDEGREE AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO THE CLUB OR ANY THIRD PERSON. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (I) THE CLUB BASES ITS CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE LIMITED REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY), SHALL FITDEGREE, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

FITDEGREE SHALL BE LIABLE FOR DATA PROTECTION LOSSES (HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UNDER OR IN CONNECTION WITH THIS POLICY:

ONLY TO THE EXTENT CAUSED BY THE PROCESSING OF PERSONAL DATA UNDER THIS POLICY AND DIRECTLY RESULTING FROM A BREACH OF IT;

IN NO CIRCUMSTANCES TO THE EXTENT THAT ANY DATA PROTECTION LOSSES (OR THE CIRCUMSTANCES GIVING RISE TO THEM) ARE CONTRIBUTED TO OR CAUSED BY ANY BREACH OF THIS POLICY BY THE USER.

FOR THE AVOIDANCE OF DOUBT, THE LIABILITY CAP AND LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS AGREEMENT APPLY SO AS TO LIMIT AND EXCLUDE THE LIABILITY OF FITDEGREE UNDER THIS CLAUSE.

THE CLUB UNDERSTANDS AND AGREES THAT ITS SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO CEASE USING THE SERVICES.

BY ACCESSING AND USING THE SERVICES THE CLUB AGREES TO MAKE FITDEGREE, ITS AFFILIATES, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND STRATEGIC PARTNERS WHOLE FOR ANY AND ALL CLAIMS, LOSSES, LIABILITIES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, ARISING FROM AND RELATED TO ITS USE OF THE SERVICES OR ANY VIOLATION OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS.

IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO THE CLUB’S ACTIONS, CONTENT OR INFORMATION ON FITDEGREE, THE CLUB WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES AND EXPENSES OF ANY KIND (INCLUDING REASONABLE LEGAL FEES AND COSTS) RELATED TO SUCH CLAIM. FITDEGREE PROVIDES RULES OF CONDUCT; HOWEVER, FITDEGREE DOES NOT CONTROL OR DIRECT THE CLUB’S ACTIONS ON THE WEBSITE OR RELATED TO THE SERVICES. FITDEGREE IS NOT RESPONSIBLE FOR THE CONTENT OR INFORMATION THE CLUB TRANSMITS OR SHARES ON FITDEGREE.

FITDEGREE IS NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, OR OTHERWISE OBJECTIONABLE CONTENT OR INFORMATION THE CLUB MAY ENCOUNTER ON OR RELATED TO THE SERVICES. FURTHERMORE, FITDEGREE IS NOT RESPONSIBLE FOR ANY CONDUCT OF ANY CLUB OF FITDEGREE WHETHER ONLINE OR OFFLINE.

FITDEGREE DOES ITS BEST TO KEEP THE SERVICES BUG/VIRUS FREE AND SAFE. HOWEVER, THE CLUB UNDERSTANDS THAT HE/SHE IS USING FITDEGREE AT THEIR OWN RISK.

Website Content, Ownership & Copyright Notice

fitDEGREE owns all of the content and information the Club posts or creates on the Websites or through the fitDEGREE App or any of the Services provided by fitDEGREE. By visiting the fitDEGREE Websites and/or using the fitDEGREE App or any of the Services provided, the Club agrees to allow fitDEGREE to use any information collected for fitDEGREE’s general business, promotional, advertising, or any other purpose which fitDEGREE deems appropriate.

Furthermore, by using the Services on fitDEGREE, the Club specifically warrants that the information is not covered by intellectual property rights, or that if it is, the Club specifically: grants fitDEGREE a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any intellectual property content that the Club posts on or in connection with fitDEGREE, including the Intellectual Property License.

fitDEGREE claims a copyright in all proprietary and copyrightable text, graphics and computer code on the website, including, but not limited, to the design of the website and the location and arrangement of all materials on the website. fitDEGREE also claims a copyright in all proprietary and copyrightable text, graphics and computer code associated with the Services. This claim includes and extends to all information contained in the public domain of the Website and the fitDEGREE App. All logos, service marks, trademarks, trade names, and trade dress (whether registered or unregistered) that appear on the Website or Apps are proprietary to fitDEGREE and its owners.

The Club is not permitted or authorized to modify, change or alter any of the material(s) on the Website or any App, nor is it permitted to incorporate any material(s) in whole or in part into another work. The Club is further prohibited from removing any copyright notices, trademarks, trademark notices, or any other proprietary notices. The use of any material(s) from the Service for a commercial purpose requires the express written permission of fitDEGREE. The Club is welcome to request permission by email from fitDEGREE at support@fitdegree.com.

fitDEGREE respects the intellectual property rights of others and expects the Clubs of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law (including the Digital Millennium Copyright or “DMCA” at 17 U.S.C. §512) and are properly provided to us. If the Club believes that its Content has been copied in a way that constitutes copyright infringement, please review the DMCA to ensure the Club’s compliance before it sends us any request to remove allegedly-infringing Content (“Takedown Notice”). Each Takedown Notice must be in English and include the following information:

Identification of the copyrighted work claimed to have been infringed.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.

Information reasonably sufficient to permit us to locate the material (e.g., a detailed uniform resource locator or “URL”).

The Club’s contact information, including its postal address, telephone number, and an email address.

A statement by the Club that it has a good faith belief that use of the Content or other material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the notice is accurate, and, under penalty of perjury, that the Club is authorized to act on behalf of the copyright owner.

A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

On our receipt of a Takedown Notice, we may publish the Takedown Notice, or provide a copy of the Takedown Notice to the Club that uploaded or provided the Content. For any Takedown Notice that is subject to the provisions of the DMCA, the original provider of the Content may have the right to send a notice to us (“Counter Notice”) demanding that the Content be restored to the Service.

In compliance with the DMCA or other applicable law, we may implement any Takedown Notice by removing the accused Content or other material from public view on the Service, and we may implement any Counter Notice by restoring the accused Content or other material to public view on the Service.

Regardless of the DMCA or other applicable laws or regulations, we reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to the Club or anyone else. In appropriate circumstances, fitDEGREE will also terminate a Club’s account if we determine the Club to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Service is:

fitDEGREE, LLC Attn: Copyright Agent 591 Mantua Blvd | Suite 201 Sewell, NJ 08080 U.S.A.

Email: support@fitdegree.com

Data Protection

The Club agrees to comply with applicable data protection laws in accordance with these ToS. To the extent that any of the work, the delivery of any products, or the performance of any Services by fitDEGREE involve the exchange of Personal Data, as defined by the European Union’s General Data Protection Regulation (Regulation 2016/679) (hereinafter “GDPR”), the Club agrees to notify fitDEGREE prior to the transfer of any such Personal Data. The Club acknowledges and consents to the transfer and processing of any Personal Data by fitDEGREE within the United States. Further, the Club acknowledges that, to the extent required under any applicable data protection laws, it shall enter into a Data Processing Agreement that will govern the processing and transfer of any Personal Data.

Sharing Content & Information

The Club can control the privacy settings in its administrative profile. Other than certain private information provided to create a user profile (email address, password), the information provided is considered public.

To the extent that the Club provides Personal Data on behalf of its clients and/or customers to fitDEGREE, the Club acknowledges that the terms of this ToS will apply to the transfer of any such data. Further, the Club is aware that each client and/or customer will be required to agree to a separate Terms of Service in order to access and use the Services.

fitDEGREE Safety & Account Registration/ Security

The Club is responsible for safeguarding the password that it uses to access the Service and for any activities or actions under its username and password. Therefore, the Club must not share or disclose its password with anyone. fitDEGREE recommends that the Club should use a “strong” password for each account, e.g., a password that is not a dictionary term or other word, and combines numbers, upper case letters, lower case letters, and non-alphanumeric characters. The Club acknowledges that passwords may be compromised no matter how strong the password. fitDEGREE is not liable to the Club for any loss or damage arising from any third party accessing or using its account without its permission, regardless of how the third party accesses its account.

Please take precautions to protect the Club’s user name and password, and contact us at support@fitdegree.com if the Club believes its account has been accessed by an unauthorized person or compromised in any fashion.

Protecting Other People's Rights

We respect other people's rights and expect the Club to do the same. The Club will not post content or take any action on fitDEGREE that infringes or violates someone else's rights or otherwise violates the law. We can remove any content or information the Club posts on fitDEGREE if we believe, based solely on our judgment and within our sole and exclusive discretion, that it violates this Statement, our policies or the spirit of the fitDEGREE community.

If we remove the Club’s content for any reason, and the Club believes we removed it by mistake, it has the ability to appeal that decision by sending an email to support@fitdegree.com which explains why it believes that fitDEGREE should permit the content. It is within the sole and exclusive judgment of fitDEGREE whether the content is ultimately determined to be re-posted. If the Club repeatedly infringe other people's legal rights, we reserve the right to disable its account.

Links to Third Party Resources

To the extent that fitDEGREE or any Club provides resources that can be accessed with hypertext links from the Services that are not under the direct control of fitDEGREE, fitDEGREE is not responsible for the contents of those third party resources. These links are merely provided as a courtesy and convenience for our users, Clubs and visitors. The use of a link on the Services does not imply any recommendation, approval or enforcement of third party resources or their business by fitDEGREE.

Subscription Plans / Terms for Clubs

fitDEGREE currently offers three (3) paid-subscription offerings (“Subscription(s)”), on a monthly, or (discounted) annual basis, (each, a “Subscription Plan”) granting access to the Club to use the Services, via the Administrator Platform. For more information regarding Subscription Plans, please visit the fitDEGREE website LINK. fitDEGREE may, in its sole discretion, add, adjust, or remove all or a portion of its Subscription Plans. The Club hereby authorizes fitDEGREE to charge the Club for the subscription fees upon the renewal of an applicable Subscription Plan period (“Recurring Charges”). The Club’s payments for the subscription will be processed through a Third Party Merchant Service (i.e. Splash Payments, Quickbooks, etc.) via Credit Card or ACH. Each Subscription Plan includes restrictions and requirements that outline the features of the Administrator Platform and Services a Club may access, as well as the applicable subscription fee, and termination policies (the “Subscription Terms”). Any violation by the Club of the Subscription Terms may result in the immediate termination of the Club’s Subscription Plan and use of the Administrator Platform, as well as any other potential liability for violation of these ToS. fitDEGREE may, in its sole discretion, reject a Club for any reason or no reason.

Subscription Fees

fitDEGREE charges each Club a subscription fee, which grants such Club access to the Administrator Platform to utilize the Services and market itself on the Platform. The applicable subscription fees are as described on the Platform in certain subscription fee statements provided to each Club, and correspond to the duration of the subscription period a Club selects (the “Subscription Fees”). Subscription Fees are due at the beginning of each subscription period and are not refundable. Subscription Plans shall automatically renew upon the conclusion of a subscription period unless the Club provides fitDEGREE with appropriate notice of cancellation. If fitDEGREE does not receive a Subscription Fee from a Club when due, then fitDEGREE may consider the Subscription terminated by the Club for the Club’s convenience. fitDEGREE may charge other expenses and/or fees upon notice to the Club if and when such additional fees and expenses become applicable.

Changes, Cancellation or Termination of Subscriptions

A Club may switch to a different Subscription Plan at any time during the subscription period in effect. The effective date of the new Subscription Plan will commence on the day immediately following the final day of the preceding subscription period. If a Club wishes to cancel an existing Subscription in its entirety, the Club may do so upon providing fitDEGREE with notice of the cancellation and before the the effective date of the new subscription period. The cancelled Subscription Plan shall terminate as of the final day of the subscription period in effect on the date of Club’s notice of cancellation and the Club will have access to the Administrator Platform for the remaining time of that final subscription period. Upon the effective date of a cancelled Subscription, the Club shall have no further access to the Administrator Platform.

fitDEGREE and the Club agree that on the termination of the Subscription Plan, the Club may request within sixty (60) days of termination that fitDEGREE returns all the Personal Data transferred and the copies thereof to the Club or that fitDEGREE destroys all the Personal Data and certifies to the Club that it has done so, unless legislation imposed upon fitDEGREE prevents fitDEGREE from returning or destroying all or part of the Personal Data transferred. In that case, fitDEGREE warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred anymore.

Additional Terms

Our rights: We reserve the right at all times (but will not have an obligation) to remove, or refuse to collect or distribute any Content on the Service, to suspend or terminate users, and to reclaim user names and change passwords without liability to the Club. We also reserve the right to access, read, preserve, and disclose any data, information or other Content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms and the applicable Club Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of fitDEGREE, its users, Clubs and the public.

Entire Agreement: These Terms, together with the Privacy Notice, which is incorporated herein by this reference as if set forth herein in its entirety, constitute the entire, complete and exclusive agreement between the Club and us regarding the Service, and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms and the Privacy Notice.

Amendments to these Terms: We reserve the right to modify, supplement or replace these Terms, effective upon no less than thirty (30) days prior written notice to the email address we have for the Club. If we have no email address for the Club, then the modified Terms will take effect thirty (30) days after we post them on our website at www.fitdegree.com or our mobile application. The Club’s use of the Service thirty (30) days after any such update or modification shall confirm its agreement to the modified version of the Terms. If the Club does not want to agree to changes to the Terms, it may terminate its account with us, or otherwise terminate its use of the Service, prior to the modified Terms taking effect, in which case the prior set of Terms in effect as of the date of termination shall continue to control any disputes or other issues that may arise regarding its use of the Service. Only modifications, supplements or replacements of these Terms as stated in this provision shall be valid and effective to amend the Terms. Any other purported amendments shall be void and of no force or effect.

No Informal Waivers, Agreements or Representations: Any failure by any party to act with respect to a breach of these Terms by the Club or others does not waive any right to act with respect to that breach or any subsequent breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions by any party, fitDEGREE or its Affiliates shall be deemed legally binding on the other party or its Affiliates, unless expressly and specifically documented in a writing that refers to the Terms and states expressly the intent to modify or supplement the Terms, and that an authorized officer of fitDEGREE has executed physically or electronically.

Assignment and Delegation: The Club may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation by the Club shall be ineffective. We may freely assign or delegate some or all of our rights and obligations under the Terms, Club Agreement and Privacy Notice, effective on sending a notice to the Club at the email address we have for it, or if we have no email address for the Club, by posting a notice of assignment on the Service’s website at.

Choice of Law/ Governing Law & Arbitration Clause

These Terms and any action related thereto will be governed by the law of the State of New Jersey, and the federal laws of the United States of America, without regard to or application of any conflict of laws provisions or principles. Any dispute between us or arising out of these Terms, their performance, or the Service shall be determined by one arbitrator in binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. The language of the arbitration shall be English. To accommodate parties and witnesses that may be distant from each other, each hearing shall be conducted and all testimony shall be entered by audio conference or video conference. The award of the arbitrator shall be final and binding on the parties, and may be entered and enforced in any court or other tribunal of competent jurisdiction. Proceedings will be conducted on an individual basis. Neither the Club, nor fitDEGREE may seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another proceeding without the prior written consent of all parties to the arbitration or proceeding. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and will be administered by the AAA pursuant to its Supplementary Rules for Class Arbitrations, with the remaining parts proceeding in individual arbitration.

Severability

If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the parties with respect to the provisions within the context of the overall Terms. If a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected.

How to Contact Us

If the Club has any questions regarding this Terms of Service please contact us at the information provided below. We will keep a copy of the Club’s message until we have had an opportunity to address its concerns. We may archive the Club’s message for a certain period of time or discard it, but its email address will not be used for any other purpose.

fitDEGREE, LLC Attn: Law Department 591 Mantua Blvd | Suite 201 Sewell, NJ 08080 U.S.A.

Email: support@fitdegree.com