Terms of Service

Introduction

Terms of Use Last Updated: October 1, 2016 These Terms of Use (this “Agreement”) govern the use of the online member portal and mobile application services (including any and all ancillary services, software, and documentation, collectively, the “Application”) provided by Galawerx (“COMPANY” or “Galawerx”). This Agreement is a binding agreement between (i) COMPANY, (ii) you, the individual end user of the Application (“Customer User”), and (iii) each owner and/or operator of a club, gym, or other entity that has been authorized by COMPANY to provide services to the Customer User with respect to the Application (“Customer”). The Application is licensed, not sold, to Customer and each Customer User. BY DOWNLOADING, INSTALLING, USING, OR ACCESSING THE APPLICATION, EACH OF CUSTOMER AND EACH CUSTOMER USER (A) ACKNOWLEDGES THAT SUCH CUSTOMER OR CUSTOMER USER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT CUSTOMER AND/OR SUCH CUSTOMER USER ARE OF LEGAL AGE AND CAPACITY OR HAVE THE REQUISITE LEGAL AUTHORITY, AS APPLICABLE, TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER OR CUSTOMER USER IS LEGALLY BOUND BY ITS TERMS. IF CUSTOMER OR CUSTOMER USER DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, USE, OR ACCESS THE APPLICATION AND DELETE IT FROM CUSTOMER USER’S MOBILE DEVICE. 1. Other Applicable Terms and Conditions. Customer User understands that Customer has been authorized by COMPANY to provide services to Customer User in the Application and that Customer has a separate agreement with COMPANY that also governs Customer User’s use of the Application (the “Subscription Agreement”). In the event of a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall control. Customer User acknowledges that Customer User is only being provided access to the Application at the request of Customer pursuant to the terms and conditions of the Subscription Agreement. 2. Registration; Accounts. To access and use certain features, functions, and services in the Application, Customer User must have an account (a “Customer User Account”). In consideration of Customer User’s access to, and use of, the features, functions, and services in the Application, Customer User agrees to (a) provide accurate, current, and complete information about Customer User as may be prompted by any registration forms in the Application or otherwise requested by COMPANY or Customer (“Registration Data”); (b) maintain the security of Customer User’s user identification and password (collectively, “Customer User’s Login Information”); (c) maintain and promptly update the Registration Data, and any other information Customer User provides to COMPANY or Customer; and (d) be fully responsible for all use of Customer User’s Account and for any actions that take place using Customer User’s Login Information. 3. Updates and Changes to this Agreement. COMPANY may update or amend this Agreement from time-to-time and at any time to incorporate additional or different rules, policies, procedures, and other instructions concerning access to and use of the Application or additional features, materials, products, opportunities, or services that COMPANY may make available on or through the Application. All such updates and amendments are effective immediately upon notice thereof, which COMPANY may give by any means, including by posting a revised version of this Agreement on www.galawerx.com/[mobileterms] or other notice in the Application or by sending Customer and Customer User a copy of the revised Agreement by email. 4. Monitoring. Please be advised that COMPANY may monitor Customer’s and Customer User’s use of and access to the Application to ensure compliance with this Agreement and any other applicable rules, policies, deadlines, and instructions. By using the Application, each of Customer and Customer User expressly consents to such monitoring. 5. License Grant. Subject to the terms of this Agreement, COMPANY grants Customer and Customer User a limited, non-exclusive, and nontransferable license to download, install, access, and use the Application for Customer User’s personal, non-commercial use on a single mobile device owned or otherwise controlled by Customer User (“Mobile Device”) strictly in accordance with the Application’s documentation. 6. License Restrictions. Customer and Customer User shall not: (a) copy the Application, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application. 7. Reservation of Rights. Customer and Customer User acknowledge and agree that the Application is provided under license, and not sold, to either Customer or Customer User. Each of Customer and Customer User does not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. COMPANY reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Customer and Customer User in this Agreement. 8. Collection and Use of Private Information. Each of Customer and Customer User acknowledges that when such party downloads, installs, or uses the Application, COMPANY may use automatic means (including, for example, cookies and web beacons) to collect information about Customer User’s Mobile Device and about Customer User’s use of the Application. Customer and Customer User also may be required to provide certain information about Customer User as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, Customer User consents to all actions taken by us with respect to Customer User’s information in compliance with the Privacy Policy. 9. Updates. COMPANY may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer and Customer User agree that COMPANY has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Customer or Customer User’s Mobile Device settings, when such Mobile Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) Customer and/or Customer User may receive notice of or be prompted to download and install available Updates. Customer and Customer User shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should Customer and Customer User fail to do so. Customer and Customer User further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. 10. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). Customer and Customer User acknowledge and agree that COMPANY is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. COMPANY does not assume and will not have any liability or responsibility to Customer and Customer User or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to Customer and Customer User, and access and use of them are at Customer User’s own risk and subject to such third parties’ terms and conditions. 11. Term and Termination. (a) The term of Agreement commences when Customer or Customer User downloads or installs the Application and will continue in effect until terminated by you or COMPANY as set forth in this Section 11. (b) Customer and Customer User may terminate this Agreement by deleting the Application and all copies thereof from Customer User’s Mobile Device. (c) COMPANY or Customer may terminate this Agreement at any time without notice if it ceases to support the Application, which COMPANY may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if Customer or Customer User violates any of the terms and conditions of this Agreement. (d) Upon termination: – i. All rights granted to Customer and/or Customer User under this Agreement will also terminate; and – ii. Customer and/or Customer User must cease all use of the Application and delete all copies of the Application from Customer User’s Mobile Device and account. – iii. Termination will not limit any of COMPANY’s rights or remedies at law or in equity. 12. Suspension of Services. COMPANY may, at any time, suspend the Services and/or Customer and Customer User’s access to the Services if COMPANY reasonably believes that such a suspension is necessary to maintain the security or integrity of the Application,