TERMS & CONDITIONS

Accepting the agreement

By accepting the Software Licensing Agreement as a part of the online registration process or by otherwise signing up for an account, accessing or using the Software Service, you agree to be bound by the following terms and conditions in this legal agreement (this “Agreement”) between you and any organization you represent (collectively, “you”, the “Subscriber” or “Customer”) and AdviceFIT , (“The Company” or “we”, or “our”), governing your use of AdviceFIT’s Software Service and any related software you may install on your computer or mobile device (the “The Service”), AdviceFIT’s Privacy Policy and any other legal notices, conditions or guidelines provided by AdviceFIT related to the use of the Software Service, which may be posted and updated from time to time. The Privacy Policy and all other guidelines or notices are hereby incorporated into this Agreement by this reference. In the event of any inconsistency between any term or condition in the comprising documents, these terms and conditions will control. If you are entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must close the electronic contract, and you may not use the Software Service.

Software Service

AdviceFIT provides online membership management software designed specifically for businesses in the fitness and wellness industry. AdviceFIT will make the Software Service to which you have subscribed indicated in the Software Licensing Agreement available to you, subject to the terms and conditions hereto.

In addition to our rights set forth in the Section titled “Termination” of this Agreement, we reserve the right to suspend the Software Service

(a) during planned downtime

(b) in connection with a Force Majeure event , or

(c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Software Service at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Software Services or to produce or release new versions of the Software Service.

License Grant & Restrictions

AdviceFIT hereby grants you, during the terms of this Agreement, the non-exclusive, non-transferable, worldwide right to use the Software Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by AdviceFIT. You shall not

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Service or the content provided by or on behalf of AdviceFIT through the Software Service (the content) in any way.

(ii) modify or make derivative works based upon the Software Service or the content.

(iii) create Internet “links” to the Software Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device, or

(iv) reverse engineer or access the Software Service in order to

(a) build a competitive product or service,

(b) build a product using similar ideas, features, functions or graphics of the Software Service, or

(c) copy any ideas, features, functions or graphics of the Software Service. You agree that AdviceFIT may publish, modify and amend any and all content appearing within AdviceFIT.com, the Software Service and all other internet domains or content feeds owned, managed, or controlled by AdviceFIT, including content consisting of promotions, advertisements and listings for non-competing local businesses, or products and services offered by AdviceFIT.

Ownership of intellectual property rights and Customer Data

You acknowledge and agree that subject to the license grants contained in this Agreement, AdviceFIT, or its licensors, retains all right, title and interest, including all related intellectual property rights, in and to the AdviceFIT technology, the Content and the Software Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, “Feedback”) or other information provided by you or any other party relating to the Software Service. You retain all right, title and interest to any and all customer data, including client or consumer review data, captured by the AdviceFIT system (“Customer Data”) or provided to AdviceFIT, subject to AdviceFIT’s right to use such Customer Data to provide the Software Service to you. You grant AdviceFIT a royalty-free, irrevocable, non-exclusive, perpetual, worldwide license to use, modify, aggregate, prepare derivative works, publish, distribute and sublicense the client or consumer review data and any surveys AdviceFIT conducts on your behalf. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the AdviceFIT Software Service, AdviceFIT technology, AdviceFIT Content, or AdviceFIT intellectual property except for the limited licenses granted to you under this Agreement. Any and all software, algorithms, applications, source codes, structures, sequences, routines, subroutines and related programming, engineering or technological matter developed or created by AdviceFIT or its licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of AdviceFIT or its licensors. AdviceFIT works with third parties to offer its customers additional products and services from time to time. AdviceFIT collects anonymized, aggregate data in order to provide such additional product and services to you and you agree to permit us to use such anonymized, aggregate data.

Customer Responsibility and Passwords

You are responsible for all activity occurring under your subscriber user accounts, and shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with your use of the Software Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password, username, and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify AdviceFIT immediately of any unauthorized use of your account or any other breach of security. AdviceFIT will not be liable for any loss that you may incur as a result of any act or omission by anyone other than AdviceFIT, either with or without your knowledge. You warrant and represent that:

(i) the content to be transmitted by or on behalf of you does not constitute SPAM.

(ii) the content to be transmitted by or on behalf of you is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party

(iii) you have complied and will comply with all applicable laws respecting its execution and performance of this Agreement.

Customer Data and Account Information

AdviceFIT does not own any Customer Data, information or material that you submit to the Software Service in the course of using the Service Service. Except in accordance with this Agreement, if applicable, or as required by law, Customer Data in identifiable form will not be disclosed, sold, assigned, licensed or otherwise disposed of by AdviceFIT to any third party. You, not AdviceFIT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and, except as provided in this Agreement or as required by law, AdviceFIT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. AdviceFIT reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment as specified in this Agreement. Upon termination for cause, your right to access or use Customer Data immediately ceases, and, except as set forth in the Section titled “Listing services”, below, AdviceFIT shall have no obligation to maintain or forward any Customer Data. Notwithstanding the foregoing, if you are part of a franchise organization which has or later executes an agreement with AdviceFIT, and the franchise has granted the franchisor access to their data, your Customer Data may be shared with your franchisor, and/or franchise association.

AdviceFIT may, but has no obligation to, monitor any content created by you using the Software Service. AdviceFIT may disclose any information necessary or appropriate to satisfy AdviceFIT’s legal obligations, protect AdviceFIT or its customers, or operate the Software Service properly. AdviceFIT, in its sole discretion, may refuse to post, remove, or require you to remove, any of your content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. AdviceFIT may, in its discretion, also require you to place all or any portion of your content behind password protection. If AdviceFIT has requested you content be or have placed behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If AdviceFIT requests that you place any of your content behind password protection and you fail to do so promptly, AdviceFIT may

(a) place such content behind password protection itself, or

(b) immediately terminate this Agreement.

Limited Liability

IN NO EVENT SHALL AdviceFIT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR:

(I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF AdviceFIT HAS BEEN ADVISED OR WARNED BY YOU, CUSTOMER OR END USER OF THE POSSIBILITY OF SUCH DAMAGES.

(III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES.

(IV) LOSS OF DATA OR OTHER CUSTOMER CONTENT, END USER DATA OR CARDHOLDER DATA, RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SOFTWARE SERVICE OR THE OPERATION OF AdviceFIT OR ITS LICENSOR' NETWORKS, OR

(V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY YOU, CUSTOMER VIA AdviceFIT OR ITS LICENSORS' NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF AdviceFIT TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SERVICE IS LIMITED TO THE AMOUNT OF FEES YOU PAY AS IT PERTAINS TO YOUR LOCATION ONLY, TO AdviceFIT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

The foregoing limitations will apply even if AdviceFIT has been notified of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy. No action or claim relating to this Agreement shall be made against AdviceFIT or its Licensors, subsidiaries, officers, directors, employees, partners or affiliates by You, or on Your behalf more than 2 years (24 months) after the event giving rise to such action or claim.

Indemnity

You agree to indemnify and hold AdviceFIT (including its parent, subsidiaries, affiliates, officers, directors, agents, and employees, contractors, sub-contractors, Licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach or alleged breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party).

COMMUNICATIONS

When the fitness-centers/clubs/users use the website or send emails or other data, information, or communication to us, the fitness-centers/clubs/users agree and understand that they are communicating with Advicefit through electronic records and they consent to receive communications via electronic records from Advicefit periodically and as and when required. Advicefit may communicate with the fitness-centers/clubs/users by email or by other modes of communication, electronic or otherwise.

Term

This Agreement will be in force throughout the Term beginning on the Subscription Start Date. This Agreement will AUTOMATICALLY RENEW each year for a 12-month period on the anniversary of the Subscription Start Date (“Renewal Date”). If you choose not to renew, you must notify AdviceFIT in writing at least 30 days prior to the Renewal Date, in which case, you will continue to have access to the Software Service and be billed until the end of the then-current term. All month-to-month Software Service plans require 30 days written notice to AdviceFIT prior to the date of cancellation, and you will continue to be billed for the Software Service until such time that is 30 days from the date that written notice is provided. All Software Service plans or subscriptions that are not on a month-to-month basis require 30 days written notice as well as a cancellation fee being the lower of the aggregate amount of the payments due as if the Software Service plan had continued until the end of the then current term or the aggregate of the discounted amount applied to the payments made or billed during the then current term. The discounted amount is the difference between the Subscription Fee billed or paid by you or paid by the licensee responsible for paying and the Regular Subscription Fee normally charged for your Software Service plan. Should your cancellation date fall during a subscription period or month the full monthly subscription fee will be charged or billed, no partial subscription fees will apply and no partial subscription credits will be granted for any cancellation fees or fees in lieu of cancellation notice. No cancellation fees will apply so long as written cancellation notice is provided within the first 30 days of the term for new subscription plans 12 months or greater (this does not apply to any renewal period). Otherwise, our standard policies and conditions apply.

Termination

Any breach of your payment obligations or unauthorized use of the AdviceFIT Technology, Content or Software Service will be deemed a material breach of this Agreement. AdviceFIT, in its sole discretion, may terminate your password, account or use of the Software Service if you breach or otherwise fail to comply with this Agreement. In addition to any other rights granted to AdviceFIT herein, AdviceFIT reserves the right to suspend or terminate this Agreement and your access to the Software Service if your account becomes delinquent, or otherwise engage in fraudulent or unlawful activities. In addition, AdviceFIT may terminate a free account at any time in its sole discretion. You agree and acknowledge that AdviceFIT has no obligation to retain the Customer Data, and may delete such Customer Data on termination or if you have materially breached this Agreement, including but not limited to failure to pay Software Service fees, and such breach has not been cured within 15 days of notice of such breach. In addition, AdviceFIT may terminate this Agreement in the event that you request a refund pursuant to Section 11 in three consecutive months. AdviceFIT will have no liability for any suspension or termination of your account in accordance with this paragraph.

Representations & Warranties

Each party represents and warrants that it has the power and authority to enter into this Agreement. AdviceFIT represents and warrants that it will provide the Software Service in a manner consistent with generally accepted industry standards. You represent and warrant that You have not falsely identified itself or its corporate entity nor provided any false information to gain access to the Software Service and that all Bank Card and other billing information that you have provided is correct. THE SOFTWARE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE, AdviceFIT IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SOFTWARE SERVICE, CONTENT OR TECHNOLOGY, AND AdviceFIT AND ITS LICENSORS, DISTRIBUTORS, AND PARTNERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE SERVICE, CONTENT, AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, AdviceFIT AND THE AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SOFTWARE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY THE CUSTOMER DUE TO CAUSES BEYOND AdviceFIT'S OR THE AFFILIATES’ CONTROL.

Jurisdiction

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the New Delhi, India, without reference to its choice of law principles to the contrary. You will not commence or prosecute any action, suit, proceeding or claim to arise under or by reason of this Agreement other than in the Provincial Courts located in New Delhi, India. The Customer irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. To the extent permitted by applicable law, each party agrees that it will not bring or participate in any class action against the other party or its partners or affiliates relating to this Agreement or the Software Services, and each party hereby waives any rights to bring such claims.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. This Agreement will bind and inure to the transferee of a party's business and will be enforceable in the event of a change in ownership or control. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in writing signed by authorized representatives of both parties.

Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of fees due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving AdviceFIT’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Questions

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]