Partner Terms and Conditions
Gym2Go Inc. (“Gym2Go,” “we” or “us”) is pleased to include you in our roster of Partners on the Gym2Go website at www.gym2goapp.com (together with any iPhone®, Android® or other mobile application of such website, our “Website”). Please read these Terms and Conditions (the “Terms”), and let us know if you have any questions. These Terms are incorporated into the Partner Agreement between Partner (“Partner” or “you”) and Gym2Go (collectively, this “Agreement”). Additionally, as part of the on-boarding process, you may be required to complete a worksheet and information from the worksheet may be incorporated herein by reference. By signing the Partner Agreement or otherwise accepting these Terms, you agree to be bound by these Terms, which apply to all locations, classes and services you make available via the Gym2Go platform, unless otherwise communicated or agreed upon by Gym2Go. You understand and agree that the Partner Agreement and these Terms may be updated or amended by Gym2Go from time to time as set forth in Section 13 below.
1. ACCOUNT SET-UP & DOCUMENTATION.
- Bank Account Information. As part of the on-boarding process, you will be given access to our on-line payment system to provide your bank account information (“Bank Account”). Once your Bank Account has been verified, we will make payments to you hereunder by electronic transfer to your Bank Account. Until your Bank Account has been verified, we will send payments to you hereunder by cheque. You are responsible for updating our online payment system as to any changes in your Bank Account.
- Availability. Your classes or other services will be available for use by Gym2Go members after you are launched on our Website. We reserve the right to limit the inventory or number of spots available. Partner shall accord the same preferences and priorities to reservations made via Gym2Go as reservations made by Partner's clients/members. In addition, Partner shall not cancel a Gym2Go reservation except where the class or service itself has been cancelled. We continually update and test various aspects of the Gym2Go platform and may include or exclude you from these tests.
- Partner’s Gym2Go Page. We will send you a link to review your page on our Website and provide feedback. The Gym2Go design team will confirm that all photos and design comply with Gym2Go brand requirements.
- MEMBER VISITS; FEES PAYABLE BY MEMBERS.
Except as provided in the next sentence, you agree not to charge Gym2Go members for any fees associated with attending classes and services booked through our Website or by Gym2Go. The only charges which you may assess our members in connection with classes and services booked through our Website or by Gym2Go are equipment use or rental fees, and then only if such fees expressly have been disclosed to Gym2Go in advance in writing not less than seven (7) days prior to the member’s reservation. Partner may not charge Gym2Go members any fee that is not being charged to Partner’s existing and regular clients. We reserve the right to credit our members for any fees improperly assessed against them and then to apply such credits against payments otherwise due to you hereunder. In addition, Gym2Go has no responsibility for any payments that may be due to you from our members.
- PAYMENTS, EXCLUSIVITY & REPORTING.
- Payments. As full and complete payment for all goods and services you provide to us hereunder, Gym2Go will pay you the applicable rate(s) as set forth in the Partner Agreement for each Qualifying Class. A “Qualifying Class” means a reservation for a class or service at Partner booked through our Website or by Gym2Go unless such reservation (1) was cancelled by Gym2Go or the Gym2Go member in accordance with cancellation policy, up to 12 hours in advance, (provided that if a reservation is cancelled late, but is subsequently rebooked via Gym2Go, then such late cancellation shall not count as a Qualifying Class); (2) was cancelled by you; or (3) otherwise was not honored by you. For the avoidance of doubt, attendances that are not booked by us or through our platform, such as last-minute walk-ins, do not count as Qualifying Classes. Gym2Go may review Partner's rate from time to time to verify Partner pricing and ensure Partner’s rate is not price unreasonable and remains in line with Partner’s other packages and pricing. We will communicate any cost that may apply to your use of any upgrades, products, services or features we may release from time to time.
- Exclusivity. You agree not to participate in or launch any other services or arrangements that are similar in form and substance to those, which you are agreeing to with us pursuant to this Agreement (e.g., variety package deal, alternative fitness Partner subscription offerings, multi-Partner package programs).
- Reports & Payment Date. Payments for Qualifying Classes will be paid to you periodically (but in no case later than 15 business days after the last day of the month). Payments are calculated by data contained in the Partner dashboard and as such will be the final determinant of payment. You may reconcile the data in the Partner dashboard to our payment and must bring to our attention any discrepancies within 30 days after the last day of the month in which there is a discrepancy.
- Reconciliation. We have 90 days after each payment to you to make reconciliation adjustments, such as in respect of classes that were cancelled but as to which we have remitted payment. We may credit overpayments against any other payments due to you hereunder. In addition, you agree to provide us reasonable access during business hours to your books and records to confirm that our payments to you hereunder are correct.
You are solely responsible for collecting/remitting value added taxes (VAT) for all the services provided to members.
- CUSTOMER DATA.
Except as follows, you agree not to use or disclose to a third party any Customer Data (defined below).
- Authorized Use of Emails for Logistical Purposes. During the term of this Agreement, you are authorized to use Gym2Go member email addresses to provide logistical information to such members in respect of upcoming reservations made by them through Gym2Go.
- Authorized Use of Emails for Marketing Purposes. During the term of this Agreement, unless otherwise indicated by Gym2Go, you are authorized to use Gym2Go member email addresses to send information about your fitness-related products and services (such as fitness memberships), provided that you comply with all laws applicable to the sending of commercial email. You will include in each such communication an “opt-out” option to permit the Gym2Go member to elect not to receive further marketing-related communications from you, and will promptly remove the email addresses and cease further marketing-related communications to those members who opt-out.
- Authorized Use of Telephone Numbers. During the term of this Agreement, you are authorized to use Gym2Go member telephone numbers to (a) provide logistical details to such members in respect of upcoming reservations made by them through Gym2Go or (b) as may be necessary for emergency medical or other exigent circumstances. You will notify us immediately of any actual or suspected unauthorized access to or use of Customer Data (or Gym2Go confidential information), and agree to cooperate with us in the investigation of such breach/misuse and the mitigation of any damages. You will bear all associated expenses incurred by us to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data by you or any of your employees or agents. As used herein, “Customer Data” means all identifiable information about Gym2Go members generated or collected by Gym2Go or you in connection with this Agreement, including a member’s name, home, business or other physical addresses, email addresses, phone numbers, birthdate, class participation preferences, tendencies, and financial transaction data.
- TERM AND TERMINATION.
This Agreement will have an initial term of one year and will automatically renew for additional one-year terms until such time as this Agreement is terminated. Partner may terminate this Agreement for any reason upon 90 days advance notice. Gym2Go may terminate this Agreement for any reason upon 30 days advance notice. During the period between the notice of termination and the effective date of termination, Partner (1) shall maintain, and not restrict, Gym2Go access to Partner's reservation software and (2) shall not reduce the percentage of its inventory made available to Gym2Go by more than 50%.
In addition, Gym2Go may terminate this Agreement or suspend your participation in the Gym2Go network if you breach this Agreement or due to quality issues. Sections 2(d), 2(e), 3, 4, 5, 7, 10, 11, 12, 13 and this Section 6 will continue in full force and effect after any termination of this Agreement.
- INTELLECTUAL PROPERTY RIGHTS
- Partner IP. During the term of this Agreement, and solely in connection with our promotion of your goods and services and Gym2Go, you grant Gym2Go a non-exclusive, worldwide, royalty free, paid-up, right to use, modify, reproduce, publicly display, bid on, distribute, broadcast, transmit, stream, publish and publicly perform Partner IP and 3rd Party IP, in each case in all media or formats now known or hereinafter developed (the “License”), including without limitation for your Partner page, blog posts, emails, banner ads, search engine marketing. While Gym2Go’ use of the Partner IP or 3rd Party IP as contemplated by this License shall be within our discretion, you expressly retain the right to request that we use Partner IP or 3rd Party IP pursuant to any written guidelines that you provide to us. After any termination of this Agreement, we will use commercially reasonable efforts to remove Partner IP and 3rd Party IP from our Website and other marketing materials; however, we will be authorized to maintain Partner IP and 3rd Party IP to the extent reflected in blog entries, cached pages or in marketing materials where more than one Partner is referenced or which otherwise would not be commercially feasible for Gym2Go to remove and/or modify.
- Gym2Go IP.During the term of this Agreement, you may use the Gym2Go name, logo and other Gym2Go IP specified by us in writing in select locations (e.g., on Partner’s website, at check in) solely in accordance with any marketing guidelines that we provide to you and subject to our right to withdraw or limit such permission at any time. Without our express written authorization (from an executive officer), you shall not otherwise use Gym2Go IP for any purpose. You agree not to disparage or otherwise denigrate Gym2Go and not to promote a competitive offering.
- All rights to Partner IP and 3rd Party IP not expressly granted in this Agreement to us are reserved by you, and all rights to Gym2Go IP not expressly granted in this Agreement to you are reserved by us.
- You shall not prepare any derivative work based on the Gym2Go IP or translate, reverse engineer, decompile or disassemble the Gym2Go IP. You acknowledge and agree that, as between the parties, Gym2Go owns all interest in and to Gym2Go IP. You further agree not to take any action to challenge or object to the validity of Gym2Go’s rights in the Gym2Go IP or Gym2Go’s ownership or registration thereof.
- If you provide us with Feedback, you assign and agree to assign to Gym2Go and its affiliates all right, title, and interest in and to any intellectual property rights associated with such Feedback. You agree to provide Gym2Go such assistance as Gym2Gomay reasonably require to document, perfect, or maintain Gym2Go’s rights in and to the Feedback.
- Gym2Go shall have no liability to you, your employees, contractors, agents and its or their affiliates in respect of any reviews or comments posted by our members on our Website or otherwise.
- Definitions. As used in this Agreement, “Gym2Go IP” means any intellectual property associated with our Website, Customer Data, Gym2Go trade names, logos, trademarks, domain names, social media identifiers, all data collected through or from our Website, all audiovisual content, video or audio recordings, photographs, graphics, artwork, text or any other content created by Gym2Go or at Gym2Go’s direction, or assigned to Gym2Go, and any materials, software, technology or tools used or provided by Gym2Go to promote the goods and services and conduct its business in connection therewith; “Feedback” means feedback, suggestions, reviews, modifications, data, images, text, or other information or content about our products or services or otherwise in connection with this Agreement, any Gym2Go IP, or your participation in this Agreement; “Partner IP” means Partner’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner; and “3rd Party IP” means any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner.
You represent and warrant that:
- you have the right, power and authority to enter into this Agreement;
- you are a licensed, qualified instructor and have obtained appropriate certificates, qualifications and permissions (as appropriate) from local governing bodies;
- you are registered, to the extent required by applicable law, for VAT collection purposes in the UAE where the goods and/or services you make available to the Gym2Go platform will be provided;
- you own all interest in and to the Partner IP and Feedback and have the right to grant us the License;
- the Partner IP, 3rd Party IP and your goods and services (including the goods/services you make available to the Gym2Go platform) do not include any material that gives rise to civil liability, criminal liability or otherwise violates any law;
- you and your employees, contractors and agents have had proper education and training and hold all required and up-to-date regulatory authorizations, licenses and certifications relating to any goods or services described in this Agreement;
- you comply with all laws and regulations applicable to your business (including business licenses, insurance documents, etc.); and
- your business information and Bank Account as provided pursuant to this Agreement are accurate and you are the authorized person to receive the funds sent by Gym2Go.
At your sole cost and expense, you shall have and maintain in force at least the following insurance coverage:
- Solely to the extent required by applicable law, Worker’s Compensation Insurance, including occupational illness or disease coverage, or other similar social insurance with a minimum limit of AED 250,000 per occurrence, accident or disease and AED 250,000 in the aggregate; and
- Commercial General Liability Insurance, including products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for damages to any property with a minimum combined single limit of AED 200,000 per occurrence and AED 500,000 in the aggregate.
Except as to any required Worker's Compensation Insurance, the foregoing insurance coverage will be primary and non-contributing with respect to any other insurance or selfinsurance that may be maintained by any other party. Upon our request, you shall arrange for your insurers to issue certificates of insurance issued by an authorized representative of the insurer evidencing that the coverage and policy endorsements required pursuant to these Terms are maintained in force and that Gym2Go is named (endorsed) as an Additional Insured under all such policies (except as to Workers Compensation Insurance). The insurers selected by you each will have rating of not less than A- or otherwise be acceptable to the Gym2Go.
You agree to indemnify us and hold us harmless for any breach of your obligations under this Agreement. You are solely responsible for, and to the maximum extent allowed under applicable law, shall release, indemnify, defend and hold Gym2Go, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any Losses arising out of or relating to any of the following: (a) any breach by you of this Agreement, or of your representations and warranties hereunder (including misuse of Customer Data); (b) claims arising out of or relating to goods and services provided by Partner or any of its affiliates, or as to any of its or their facilities, including but not limited to, any claims for false advertising, personal injury, death, property damages, or claim arising due to breach of UAE public policy. We maintain the right to control our own defense and to choose and appoint our own defense counsel, regardless of the presence or absence of a conflict of interest between the parties. Your duty to defend us includes the duty to pay our reasonable defense fees and costs. In addition to any other rights or remedies set forth herein, we may offset any amounts due or payable by you pursuant to this Agreement against any amounts due or payable by us pursuant to this Agreement.
You agree not to disclose the terms described in this Agreement or any non-public information that we may share with you from time to time (such as business or product development plans) to any party (other than your employees, parent entity, shareholders, attorneys and accountants on a strict need-to-know basis, provided that you have taken reasonable precautions to preserve the confidentiality of the information made available to such parties). In the event of a breach of Section 5 or this Section 11, we will be entitled to relief allowed under applicable law (including monetary damages, if appropriate). Gym2Go confidential information includes data, reports and other information we may provide to you from time to time about the fitness industry, your location(s), classes and/or other services. Such information is provided for informational purposes only.
- LIMITATION OF LIABILITY.
In no event shall Gym2Go be liable or obligated to you or any third party for any special, incidental, exemplary, consequential, punitive, or indirect damages in advance. In addition, Gym2Go shall have no liability to you in connection with any acts or omissions of its members, their guests or any other third parties. Except in respect of an intentional violation by us of our obligations under section 7, Gym2Go’ sole and complete liability to partner for any claims arising out of or relating to this agreement is limited to payment of the unpaid fees due to partner pursuant to section 2. This limitation of liability applies to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.
- Relationship of the Parties. Gym2Go and Partner are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, or an agency relationship between the parties and neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
- Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Gym2Go may amend the Agreement (including the Partner Agreement and/or the Terms) at any time without advance notice or consent. The most recent version of the Terms will be available in the Partner dashboard. Partner agrees that this notification method constitutes adequate notice to inform Partner of any amendments to the Agreement and Partner further agrees to be bound by any such amendments immediately upon such notification, or in accordance with such other time frame that may be communicated by Gym2Go. If this Agreement is terminated promptly upon such notification because Partner does not agree to a material change in a material term of the Agreement then Gym2Go will continue to honor the terms in effect prior to such amendment for the duration of the applicable termination period. This Agreement may not otherwise be amended or modified except by mutual agreement of authorized representatives of the parties in writing.
- Assignment. You will not transfer or assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of an authorized signatory of Gym2Go. We are authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to you or to terminate this Agreement in the event of any of the foregoing.
- Severability.If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
- NO REPRESENTATIONS.Except as expressly stated in this agreement, neither party makes any representations or warranties, express nor implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Gym2Go does not warrant or guarantee that the services offered on or through our website will be uninterrupted or error-free or that any partner offering will result in any revenue or profit for partner.
- Governing Law; Jurisdiction; Waiver.This Agreement shall be governed by the laws of the United Arab Emirates. Any dispute arising out of or relating to this Agreement shall be ruled by Courts of Dubai International Financial Centre (DIFC). Each Party submits to the jurisdiction of DIFC Court.
- Notices. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Except as explicitly stated otherwise, legal notices will be served, with respect to Gym2Go, at 10th Floor 1001 – 5 Control Tower Detroit Road Motor City Dubai UAE, Attention: Legal Department, and, with respect to you, to the email address you provide to us during the registration process (or to any new email address as to which you notify us pursuant to this Section 13(g)). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process (or to any new address as to which you notify us pursuant to this Section 13(g)). Any notice delivered by physical mail will be deemed given the earlier of delivery or three days after the date of mailing.
- Headings, Captions & Definitions. The headings and captions in this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof. The terms defined herein shall apply equally to both the singular and plural forms and to the correlative forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. “Person” (whether or not capitalized) means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, association, sole proprietorship or other entity. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. “Losses” means claims, lawsuits, investigations, penalties, damages, losses or expenses (including reasonable attorney’s fees). The word “or” is not exclusive. All references to “days” shall be to calendar days and all references to “months” shall be to calendar months, unless otherwise specified.