Gym Terms & conditions

These Terms and Conditions (the “Terms”) govern the use of the Services and are effective as of the date specified in the applicable Order Form, or if no date is specified, the date Customer first registers for or accesses the Services (the “Effective Date”). These Terms are incorporated into and form part of the Master Services Agreement (collectively, the “Agreement”) when referenced by or attached to a mutually executed order form or online registration page between Firefli Fitness, Inc. and Customer that references these Terms (each, an “Order Form”).

The Agreement is made between Firefli Fitness, Inc., a Delaware corporation (“Firefli”), and the customer identified in the applicable Order Form (“Customer”). By clicking “I Agree,” creating an account, completing an online registration, or accessing the Services, Customer accepts and agrees to be bound by this Agreement. Capitalized terms used but not defined in these Terms shall have the meanings given to them in the applicable Order Form.

1. SERVICES AND SUPPORT

1.1 Access. During the applicable Order Term, and subject to Customer’s compliance with this Agreement (including any usage limitations and restrictions specified in the applicable Order Form), Firefli grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the products, services, or software provided by Firefli as specified in the applicable Order Form (“Services”). The Services may only be used for Customer’s internal business purposes and in accordance with the intended purpose set forth in the Order Form. Customer’s use of the Services shall be made in accordance with Firefli’s official user guides, manuals, instructions, and other technical materials, made generally available by Firefli, describing the functionality, limitations, and proper use of the Services (the “Documentation”).

1.2 Authorized Users. With respect to Customer’s administrative access to the Services, only Customer’s authorized personnel with a “need to know” may use the Services. Customer is fully responsible for all activities conducted under its user accounts for the Services. Firefli reserves the right to suspend any user account that violates this Agreement.

1.3 Support. Firefli will provide reasonable support in accordance with its standard practices and any support terms specified in the applicable Order Form. Firefli may suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay its fees.

2. PERMITTED GYM MEMBERS

2.1 Gym Members Access. During an applicable Order Term, Customer may offer Permitted Gym Members access to Firefli’s end user-facing platform (the “Gym Member Platform”), in the manner and in accordance with the terms set forth in an applicable Order Form. Permitted Gym Members will be provided with access during the period prescribed in an applicable Order Form and subject to any restrictions listed therein.

2.2 End User Terms. As a condition to access the Gym Member Platform, Customer acknowledges and agrees that each Permitted Gym Member must first accept Firefli’s then-current End User Terms of Service and Privacy Policy. Customer further acknowledges that (i) Firefli maintains a direct contractual relationship with each Permitted Gym Member separate and independent from this Agreement; and (ii) Permitted Gym Members may, at their sole discretion, continue to access and use the Gym Member Platform through relationships with other gyms or fitness organizations, or through individual account registration.

2.3 Competitions and Rewards Program. The specific terms and conditions of any rewards programs or competitions sponsored by Customer through the Services shall be set forth in a separate written agreement or applicable Order Form. Firefli may provide administrative support, technical facilitation, and program management services for such programs; however, Firefli makes no representations or warranties regarding (i) the success, performance, or outcomes of any program or competition; (ii) participant engagement levels or redemption rates; or (iii) the achievement of any business objectives or metrics. Customer acknowledges that all competitions and rewards programs are subject to Firefli’s standard operating procedures and anti-fraud measures.

3. CUSTOMER RESPONSIBILITIES

3.1 Gym Member Communications. Customer represents and warrants that it has all necessary rights, authority, and lawful basis to share contact information with Firefli, including all required consents and authorizations under applicable privacy and data protection laws. Firefli may send service-related communications to Permitted Gym Members, including account verification, reward redemption, and program updates, under its lawful basis for service delivery. Customer must obtain proper consent for any marketing communications to its Permitted Gym Members that Customer requests, and Customer assumes full responsibility for compliance with all applicable laws regarding such requested content.

3.2 Cooperation. Customer agrees to reasonably cooperate with Firefli by providing timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. Firefli shall not be responsible for any delay caused by Customer’s failure to perform the foregoing.

3.3 Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the Services or any software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application, product, or service that is competitive with any Firefli product or service; (vii) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services, whether through use of manual or automated means.

4. THIRD-PARTY APPLICATIONS AND HARDWARE

4.1 Third-Party Applications. The Services may operate on, integrate with, or connect to third-party applications and services through APIs or other means (including Apple Health and Google Fit) (“Third-Party Applications”). Customer acknowledges that Firefli is not responsible for the operation, availability, or performance of any Third-Party Applications, and that the Services may depend on such Third-Party Applications. Firefli makes no representations, warranties, or commitments regarding Third-Party Applications or their providers. Firefli reserves the right to modify, suspend, or remove any Third-Party Application integrations upon reasonable notice, or immediately if required by the provider or for security reasons. Customer’s use of Third-Party Applications through the Services may be subject to additional terms imposed by such providers.

4.2 Fitness Devices. Customer acknowledges that the Services require integration with third-party fitness tracking devices, wearables, and health platforms (“Fitness Devices”), including Apple Health, Oura, Google Fit, and Health Connect. Customer understands that: (i) Firefli does not manufacture, control, or operate Fitness Devices; (ii) their availability, functionality, accuracy, and performance are beyond Firefli’s control; (iii) Firefli is not liable for any failures, inaccuracies, or data issues related to Fitness Devices; (iv) changes to Fitness Devices or their terms may affect the Services; and (v) Firefli does not guarantee compatibility or continued availability of any Fitness Device integration. Customer is solely responsible for ensuring Permitted Gym Members have access to a compatible Fitness Device.

5. FEES AND PAYMENT TERMS

5.1 Fees; Payment. Customer shall pay Firefli the applicable fees as set forth in each Order Form (the “Fees”). Payment is due upon registration or at the start of each billing cycle as specified in the Order Form. By providing payment information and accepting this Agreement, Customer authorizes Firefli to automatically charge Customer’s designated payment method for all applicable Fees on each billing cycle. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.

5.2 Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Firefli for all reasonable costs incurred by Firefli in the collection of past due amounts, including attorneys’ fees and collection agency fees.

5.3 Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Firefli’s net income). If Firefli pays any taxes on behalf of Customer, Customer agrees to reimburse Firefli for such payments, unless Customer provides Firefli with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. INTELLECTUAL PROPERTY AND DATA

6.1 Customer Materials. “Customer Materials” means any content or information submitted by Customer through the Services. Customer retains all right, title, and interest (including all intellectual property rights) in and to the Customer Materials, except for the express rights granted under this Agreement. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Materials. Notwithstanding the foregoing, Customer grants Firefli a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, and otherwise exploit Customer Materials for the purposes of: (a) providing the Services; and (b) generating aggregated and anonymized data to develop and improve Firefli’s products and services.

6.2 Firefli Intellectual Property. As between the parties, Firefli retains all rights, title, and interest (including all intellectual property rights) in and to the Services, including all related software, technology, improvements, and modifications. Customer may (but is not obligated to) provide feedback regarding the Services, and Firefli may freely use such feedback. This Agreement does not grant Customer any ownership or license rights except as expressly stated herein.

6.3 Firefli Marks. Customer may only use Firefli’s trademarks, service marks, logos, or brand identifiers (“Firefli Marks”) with Firefli’s prior written consent in each instance and subject to Firefli’s trademark guidelines, as they may be updated from time to time. Customer shall not make any claims regarding health benefits, medical effects, or wellness guarantees in connection with the Services or Firefli Marks.

7. CONFIDENTIALITY

7.1 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party).

7.2 Obligations. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.

7.3 Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

7.4 Service Analytics. Firefli may collect and use anonymized data relating to Customer’s use of the Services (“Service Analytics”) solely to analyze, maintain, and improve the performance of its Services. Firefli will not disclose Service Analytics except in an aggregated and anonymized form.

8. TERM AND TERMINATION

8.1 Term. This Agreement starts on the Effective Date and continues until the last active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and automatically renews for successive one-year periods (“Renewal Terms,” together with the Initial Term, the “Order Term”), unless Customer cancels at least thirty (30) days before the expiration of the then-current Order Term. Upon renewal, Firefli may modify the Fees or other terms for the upcoming Renewal Term by providing Customer with at least thirty (30) days’ advance notice. Customer’s continued use of the Services after such notice period constitutes acceptance of the modified terms. If Customer does not accept the modified terms, Customer may cancel the subscription prior to the start of the Renewal Term.

8.2 Termination for Breach. Firefli may terminate this Agreement or suspend Customer’s access to the Services immediately upon notice if Customer materially breaches this Agreement, including without limitation failure to pay Fees when due. Customer may terminate this Agreement for Firefli’s material breach that remains uncured thirty (30) days after Customer provides Firefli notice of such breach.

8.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (a) makes an assignment for the benefit of creditors; (b) becomes subject to any bankruptcy, insolvency, reorganization, or liquidation proceeding (and if involuntary, such proceeding is not dismissed within sixty (60) days); or (c) ceases to operate in the ordinary course of business without a successor-of-interest.

8.4 Effects of Termination. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, intellectual property and data, warranty disclaimers, indemnity and limitations of liability.

9. INDEMNIFICATION

9.1 Indemnity. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Firefli as Indemnitor, the underlying software of the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right; (ii) in the case of Customer as Indemnitor, use of the Services by Customer or any Permitted Gym Member or relating to infringement or misappropriation of any third party right by the Customer Materials.

9.2 Exclusions. The foregoing obligations of Firefli do not apply with respect to the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created by Firefli (including Customer Materials); (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by Firefli; (iv) combined with other products, processes or materials not provided by Firefli (where the alleged Losses arise from or relate to such combination); (v) where Customer continues allegedly infringing activity after being notified or after being informed of modifications that would have avoided the infringement; or (vi) Customer’s use of the Services is not in accordance with this Agreement.

9.3 Procedures. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

10. WARRANTIES AND DISCLAIMERS

10.1 Firefli Warranties. Firefli represents and warrants: (i) it has the authority to enter into this Agreement, (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.

10.2 Customer Warranties. Customer represents and warrants that it has all necessary rights and consents relating to Customer Materials, and that Firefli’s use of Customer Materials and access to Customer’s systems as permitted by this Agreement will not violate applicable laws or third-party rights.

10.3 General. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ALL INFORMATION DISPLAYED BY THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE DISCLAIMED.

10.4 No Medical or Wellness Advice. The Services do not provide medical advice, diagnosis, treatment, or any healthcare services. Any health, fitness, or wellness information, content, metrics, recommendations, or materials available through the Services are for general informational and motivational purposes only. Firefli does not guarantee this information is accurate, complete, timely, or appropriate for any specific needs. FIREFLI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY INJURIES ARISING FROM RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICES.

11. LIMITATION OF LIABILITY

EXCEPT FOR THE PARTIES’ IP INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER TO FIREFLI IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

12. NOTICE

All notices under this Agreement must be in writing and will be deemed duly given: (a) when received, if personally delivered; (b) by email, upon transmission to the email address specified in the Order Form or Customer’s account (and no bounce-back); or (c) by posting on Firefli’s website or within the Services. Notices to Firefli should be sent to legal@firefli.com or such other address as Firefli may designate. Customer is responsible for maintaining current contact information in their account.

13. MISCELLANEOUS

13.1 Publicity. Customer agrees that Firefli may use and display Customer’s name and logo on Firefli’s website and promotional materials. Customer may opt out of such use by emailing marketing@firefli.com with a request to be excluded from promotional materials.

13.2 Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, to be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief.

13.3 Entire Agreement. This Agreement, including the applicable Order Form, constitutes the entire agreement between Customer and Firefli regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic, including without limitation any terms contained in purchase orders, invoices, or other business documents submitted by Customer. Any additional or different terms proposed by Customer in any such documents are hereby rejected and shall have no force or effect. In the event of a conflict between the Order Form and these Terms, the conflicting provisions of the Order Form shall govern.

13.4 Amendment; Waiver. Firefli may modify or amend these Terms at any time by posting the revised Terms on its website or within the Services and providing notice to Customer via email or through the Services. Any such modifications or amendments will be effective upon the start of Customer’s next Renewal Term or, if Firefli specifies, thirty (30) days after notice is provided. Customer’s continued use of the Services after the effective date constitutes acceptance of the modified Terms. If Customer does not agree to the modifications, Customer must cancel the subscription before the effective date. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

13.5 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of Third-Party Applications or infrastructure.

13.6 Assignment. Customer may not assign any of its rights or obligations under this Agreement without Firefli’s prior written consent. Firefli may freely transfer or assign this Agreement without notice to Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

13.7 Enforceability. If any provision of this Agreement is held to be unenforceable, that provision shall be limited or eliminated to the extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.