Last modified: November 1, 2021.
Fitverz LLC (hereinafter “Fitverz”, the “Company” or “we”) is pleased to include you in our list of Providers on the Fitverz ™ web platform at www.fitverz.com (along with any iPhone® application, Android® and/or other mobile application of said website, our “Website” or “Platform”).
These Terms and Conditions (the “Terms” or the “Agreement”) constitute a legally binding agreement (collectively, this “Agreement”) between you (the “Provider”, “Provider” or “you”) and Fitverz, LLC., a limited liability company, with registered address at 1510 Ave Ponce de León St, San Juan, Puerto Rico 00909 (“Fitverz”, “Company”, “We” and “us”) that governs your use of the websites of Fitverz, the Fitverz application (for iPhone® or Android®) or the content (the “Website”or the “Platform”), the fitness business intermediary services provided by Fitverz or any physical, recreational, or wellness activity or other sessions, experiences, activities, events, classes, online classes, digital sessions, recordings and/or products available through Fitverz (collectively, the “Services”).
Fitverz is in the business of providing a platform of services on the network (hereinafter, online) which allows to connect users registered in the Platform (“Members”), or members of organizations registered in the Platform (“Corporate Users”) , with Fitness Service Providers and related services through the Platform.
The Provider is a fitness and wellness merchant that is dedicated to offering training, counseling, recreational or wellness activities or other sessions, experiences, activities, events, classes, digital sessions, online classes, recordings, videos and/or products (“Provider’s Products and Services”). The Provider establishes and represents that it is duly authorized by the corresponding government agencies to offer and carry out said Products and Services of the Provider and wishes the Company to provide the Services as described in these Terms.
By signing this Provider Agreement or by accepting these Terms, you agree to be bound by these Terms, which apply to all locations, sessions and/or services that you or Fitverz make available through the Fitverz platform, unless Fitverz communicates and agrees otherwise.
Definitions. By signing or faxing this Agreement you agree that, depending on the Provider Service you provide for Fitverz, you are subject to the scope, terms and conditions of each; namely:
- In-person Fitverz Membership: Recurring payment subscription, offered by the Company, which provides Members with different access plans to certain In-person services, provided by multiple Providers (hereinafter, “In-person Fitverz Membership”).
- Fitverz Virtual Membership: Recurring payment subscription, offered by the Company, which provides Members with different access plans to certain digital services (hereinafter, “Fitverz Digital Content”), provided, produced or compiled by the Company, in collaboration with multiple Providers (hereinafter, “Fitverz Digital Membership”).
- Fitverz Products and Services: Products and Services of the Company, physical, In-person and/or digital, offered through the Platform, individually or grouped, through a single payment (hereinafter, “Fitverz Products and Services”).
- Provider’s own membership: Recurring payment subscription, offered by the Provider through the Platform, providing Members with different access plans to certain In-person and/or digital services, provided by the Provider (hereinafter, “Provider Membership”).
- Products and Services of the Provider: Products and Services of the Provider, physical, In-person and/or digital, offered through the Platform, individually or in groups, through a single payment (hereinafter, “Products and/or Services On-demand”).
Please read these Terms carefully before accessing and/or using the Website and/or the Services: As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following:
PLEASE NOTE THAT BY USING THE PLATFORM OR ACCEPTING THESE TERMS AND CONDITIONS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY AND REGULATED BY THESE TERMS, AS IF YOU HAVE ACCEPTED THESE TERMS IN WRITING. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CONTINUE YOUR REGISTRATION OR USE THE SITE OR ANY SERVICES.
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS WAIVER THAT REQUIRES YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH FITVERZ ON AN INDIVIDUAL BASIS. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND FITVERZ WILL BE RESOLVED BY BINDING AND INDIVIDUAL ARBITRATION, AS MORE SPECIFICALLY SET FORTH IN THE ARBITRATION AGREEMENT BELOW, TO THE MAXIMUM EXTENT ALLOWED. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A LAWSUIT OR COLLECTIVE ARBITRATION.
THEREFORE, the Company and the Provider agree to perfect this agreement subject to the following terms and conditions:
You accept the conditions of provision of services (defined below) and their respective payments, established in your registration.
- Account setup and documentation.
Bank account information. As part of the onboarding / setup process, you will be asked to provide your bank account information (“Bank Account”) and the address where you prefer to receive payments. Once your Bank Account has been provided and/or verified, Fitverz will send payments by electronic transfer. Until your Bank Account has been verified, payments will be retained by Fitverz. You are responsible for updating any changes in the information related to your Bank Account.
Compliance with federal and/or local laws of the Department of the Treasury (Hacienda). Within fourteen (14) days after the date on which the Provider Agreement is signed, you will provide Fitverz with the Merchant Registry of your entity, Employer Social Security, Corporation and/or DBA (“Doing Business As”). We will withhold applicable amounts of payments owed to you as required by law, unless you provide us with certification of relief to part or all of the applicable withholding. If the Merchant Registration Certificate is not provided, this agreement will not be considered invalid, but it will be at the sole discretion of Fitverz to rescind or include additional terms as they apply and/or prefer after complying with federal and/or local laws of the State. Commonwealth of Puerto Rico and the United States of America. Lastly, you will provide Fitverz with any additional documentation needed when requested federal and/or local laws of the Department of the Treasury.
Availability. Your sessions or other Provider Products and Services will be available for use by Fitverz Members and/or Corporate Users after they log in / register on our Site. We reserve the right to limit the inventory of Products and Services or the amount of inventory or spaces available. The Provider will grant the same preferences and/or priorities to reservations and purchases made through the Platform as reservations made by the Provider’s clients / members. Furthermore, the Provider will not cancel a reservation or purchase through the Platform, unless the session, the Product or the Service itself have been canceled.
Provider’s Fitverz page. You will be able to create, review and edit your profile page on our Platform, undergoing the approval of the Company before being published. The Fitverz team will confirm that the profile, content and all photos and/or designs meet the requirements of the Platform. We also continually update and/or test various aspects of the Platform and we may include or exclude it as part of these tests.
- Scope of service.
During the term of this Agreement, the Company will provide the Provider:
- An online services platform that will allow the connection of Fitverz Members or Corporate Users with a selection of the Memberships and/or Products and Services of the Provider.
- Processing of the transaction of the Members or Corporate Users, for the Memberships and/or Products and Services of the Provider through the Platform.
- Promotion and marketing services, including the design and implementation of promotional campaigns.
- Provider’s Obligations.
In particular, the Provider will have to comply with the following obligations:
- Designate a person, employee, contractor or authorized agent to serve as the contact person in the management and administration of this Agreement and to have binding power to make decisions about this Agreement (hereinafter, “Contact Person”).
- Provider shall forward and update the contact information of the Contact Person to the Company. The Contact Person will serve until the Company is named, and the Company is notified in writing of a substitute who will be the new Contact Person.
- Provide the Service in the condition and form that are stipulated between Fitverz and Provider.
- Comply with the tax obligations before the Department of the Treasury to remit the payment of the Sales and Use Tax (“IVU”) and/or any other applicable tax on the Provider’s Products and Services sold through the Platform.
- Take any reasonable and necessary measure to fully comply with these Terms so as to avoid any delay or damage to the Member and/or Corporate User and Fitverz.
Furthermore, at Fitverz we are committed to making the content of our Platform accessible and easy to use for everyone. If you have difficulty viewing or navigating the content on this Platform, or you notice that any content, features or functionality that you believe is not fully accessible to people with disabilities, please contact our Customer Service team. We take your feedback seriously and will consider it as we evaluate ways to accommodate all of our customers and our general accessibility policies. Also, while we do not control the Providers, we recommend that they provide content that is accessible and easy to use.
- Service before the acceptance of these Terms.
The Provider understands and agrees with the fact that the Company may have provided, or started to provide, the Services prior to the acceptance of these Terms by the Provider and that, however, these Terms are rolled back and apply to said Services. Furthermore, at Fitverz we are committed to making the content of our Platform accessible and easy to use for everyone. If you have difficulty viewing or navigating the content on this Platform, or you notice that any content, features or functionality that you believe is not fully accessible to people with disabilities, please contact our Customer Service team. We take your feedback seriously and will consider it as we evaluate ways to accommodate all of our customers and our general accessibility policies. Also, while we do not control the Providers, we recommend that they provide content that is accessible and easy to use.
- Payments, exclusivity and reports of Fitverz Memberships.
Payments for In-person Fitverz Membership. As full and complete payment for all the Products and/or Services of the Provider authorized to be offered in the Fitverz In-person Membership plans, the Company will pay the corresponding and registered fee (s). , for each qualified session, according to the rate established in the Provider’s profile and approved by Fitverz (the “Payment”). Fitverz agrees to make Payments in US dollars ($ USD) to the Provider. All payment for Provider Memberships, for On-demand Products and/or Services and all Fitverz Digital Content assigned to Fitverz by the Provider is subject to the terms and conditions of Section 12 of this Agreement. A “Qualified Session” means a reservation for a Provider session or Service, booked through our Website or app, or by the Fitverz team, unless such reservation (1) has been canceled by Fitverz or the Member of Fitverz in accordance with its cancellation policy, up to 12 hours in advance, (if a reservation is canceled late, but later rebooked through Fitverz, such late cancellation will not count as a Qualifying Session); (2) was canceled by you; or (3) otherwise, it was not honored by you. For the avoidance of doubt, visits not reserved by us or via our Platform, such as visits without prior appointment, do not count as Qualified Sessions. Fitverz may review the Provider rate periodically to check Provider prices and ensure that the Provider rate is not overstated and remains in line with other Provider packages and prices. Fitverz will communicate any cost that may apply to your use of any update, product, service or feature that we may release from time to time.
Cap. In the case of the Fitverz In-person Membership, a maximum limit of Payments for Qualified Sessions will be established, equivalent to the value of the unlimited membership established in your profile. The Fitverz Digital Membership, the On-demand Products and/or Services and the Provider Memberships will not be capped and will be governed by the terms and conditions established in Section 12 of this Agreement, unless otherwise provided in writing between Provider and Fitverz. The Users belonging to the Fitverz In-person Membership will have unlimited access to the Authorized Products and/or Services of the Provider, paying the corresponding and registered fee (s) for each qualified Session, as established in the previous point. However, in the event that the same Member and/or Corporate User accumulates a number of qualified Sessions whose value exceeds the established limit, they may continue to consume the services without additional costs or payments. For the Payment to the Provider, the lowest value between the established limit and the sum of the fees per qualified Session of each Member and/or Corporate User will be taken.
Exclusivity. During the term of these Terms, you agree not to participate in or launch any other service or participate in any other arrangement that is similar in form and/or substance to those you are agreeing to with us, in accordance with these Terms, on a directly competing platform. with Fitverz, or has the objective of offering the same aggregation or intermediation services. However, nothing in the preceding sentence will be construed as a restriction on your ability to run promotions on a “deal site” where your sessions are sold directly to the consumer at a discount, or to maintain collaborations with other platforms that help you promote your deal. Certain exceptions can be made, but prior communication with Fitverz is required to reach agreement and approval. The Company reserves the right to perform the same or a similar service with third parties during the term of this Agreement.
Reports and payment date. The Payments of the Qualified Sessions within the Fitverz In-person Membership will be paid to the Provider on a monthly basis (but in no case after fifteen (15) business days after the last day of the month). Payments are calculated according to the data contained in the Reservation / Visit History and, as such, will be the final determinant of the payment. You can reconcile the data in Visit History with our payment and you must report any discrepancies to us within 30 days of the last day of the month in which a discrepancy exists.
Reconciliation. We have 30 days after each payment to make reconciliation adjustments, as in the case of sessions that were canceled, but for which we have remitted the payment. We may credit overpayments against any other payments that are due to you below. Additionally, you agree to provide us with reasonable access during regular business hours to your records to confirm and validate that our Payments to you are correct.
Bank authorization. You hereby acknowledge that our origin for all transactions to your bank account must comply with the provisions of the federal law of the United States of America. Please note that it may take up to five (5) business days for payments to be available in your bank account after processing.Furthermore, at Fitverz we are committed to making the content of our Platform accessible and easy to use for everyone. If you have difficulty viewing or navigating the content on this Platform, or you notice that any content, features or functionality that you believe is not fully accessible to people with disabilities, please contact our Customer Service team. We take your feedback seriously and will consider it as we evaluate ways to accommodate all of our customers and our general accessibility policies. Also, while we do not control the Providers, we recommend that they provide content that is accessible and easy to use.
- Visits by Members and/or Corporate Users; fees to pay for them.
Except as provided in the following sentence, you agree not to charge Fitverz members the fees associated with attending Sessions and/or services booked through Fitverz. The only charges that you may assess to our members in connection with Sessions and/or services booked through our Website or by Fitverz are equipment use or rental fees, and only if such fees have been expressly disclosed to Fitverz in advance in writing no less than seven (7) days prior to the member’s reservation. If additional fees are required, they must be notified in the description of each Service. The Provider may not charge Fitverz members any fees that are not charged to the Provider’s current and/or regular customers. The Fitverz Member may freely contract or purchase any other product or service from the Provider, if he so wishes. We reserve the right to credit our members for any fees that have been improperly assessed against them and then apply such credits to payments that are otherwise due to you below. Fitverz is not responsible for payments that our Members may owe you.
- Visits from Fitverz Team Members.
As a Fitverz Provider, you agree to provide free access to your Services or group sessions, whether in person or Digital Sessions, for Fitverz members, employees, agents or contractors (“Fitverz Team Member”). This access will be used for promotion, marketing and content generation purposes, as well as an audit visit to ensure that the experience, session, or Digital Session is up to the standards of the Platform, and may or may not be announced with prior notice at our sole discretion, without being considered a Qualified Session.
The Provider is solely responsible for collecting and paying any sales, use, excise, value added, municipal and other taxes and duties however designated that are levied by any taxing authority related to the transactions arising from these Terms, including the corresponding Sales and Use Tax (“IVU”). Nonetheless, Provider herein expressly authorizes Fitverz to withhold and pay any of the abovementioned taxes when Fitverz is compelled to do so by a proper governmental authority and, in such cases, Provider must demonstrate why Fitverz should not withhold and pay said taxes. In no event shall Provider be responsible for taxes based upon the income of Fitverz.
- Members and/or Corporate Users Data.
Except for the following, you agree not to use or disclose Member Data (defined below) to a third party.
Authorized use of emails for logistical purposes. During these Terms, you are authorized to use the email addresses of Fitverz Members and/or Corporate Users only to provide logistical information to those members regarding the next reservations they make through the Platform, except otherwise provided in these Terms or by written agreement between the Provider or Fitverz.
Authorized use of emails for marketing purposes. During the term of this Agreement, unless Fitverz indicates otherwise, the Provider is not authorized to use the email addresses of Fitverz Members and/or Corporate Users to send information about its products and/or services related to fitness. (such as fitness memberships), unless previously notified and expressly approved by Fitverz (provided you comply with all laws applicable to sending commercial email). It will include in each communication an “opt-out” option (or “unsubscribe”) to allow the Fitverz member to choose not to receive more communications related to marketing from their part and will immediately delete the email addresses and cease the Marketing-related communications to members who opt out of the database.
Authorized Use of Telephone Numbers. During the term of this Agreement, you are authorized to use the telephone numbers of Fitverz Members and/or Corporate Users to (1) provide logistical details to such members regarding upcoming reservations made by them through Fitverz or (2) as necessary for medical emergencies or other required circumstances.
Data leak. You will notify us immediately of any actual or suspected unauthorized access or use of Corporate Member and/or User Data (or confidential Fitverz information) and/or agree to cooperate with us in the investigation of such violation / misuse and/or mitigation of any damage. You will bear all associated expenses that we incur to comply with applicable laws (including but not limited to data breach laws) or that arise from any unauthorized access to or acquisition of Member Data by you or any of your employee or agents. As used in this document, “Member Data” refers to all identifiable information about Fitverz Members and/or Corporate Users generated or collected by Fitverz or you in connection with this Agreement, including, but not limited to, the name of a member, domicile, company or other physical addresses, email addresses, telephone numbers, date of birth, session participation preferences, trends and financial transaction data.
- Term and/or termination.
This Agreement will have an initial term of one year and will be automatically renewed for an additional period of one year until such time as it is terminated. Provider may terminate this Agreement in the event of a material breach by Fitverz not cured within 60 days following written notice to Fitverz stating, with particularity and in reasonable detail, the nature of the claimed breach. Provider may terminate this Agreement for convenience upon 90 days prior written notice with a copy to firstname.lastname@example.org. Fitverz may terminate this Agreement for any reason 30 days in advance. During the period between the notice of termination and/or the effective date of termination, the Provider will (1) maintain, and not restrict, Fitverz’s access to the Provider’s reservation software and (2) will not reduce the percentage of its inventory available to Fitverz by more than 50%. Furthermore, Fitverz may terminate this Agreement or suspend your participation in the Fitverz network if you breach this Agreement or due to quality issues. Sections 5 (d), 5 (e), 6, 8, 9, 11, 14, 15, 16, 17 and this Section 10 will continue in full force and effect after the termination of this Agreement.
- Intellectual Property Rights.
Intellectual Property of the Provider. During the term of this Agreement, and solely in connection with our promotion of your goods and services and Fitverz, you grant Fitverz a non-exclusive, worldwide, royalty-free, paid right, in addition to the right to use, modify, reproduce, publicly display, distribute, transmit, publish and/or publicly execute the Intellectual Property of the Provider, in each case in all the media or formats now known or developed hereinafter (the “License”), including, among others, its page of Provider, blog posts, emails, banner ads, search engine marketing. While Fitverz’s use of Provider’s Intellectual Property as contemplated in this License will be at our discretion, you expressly reserve the right to request that we use Provider’s Intellectual Property in accordance with the written guidelines that you provide to us. After termination of this Agreement, we will use commercially reasonable efforts to remove Provider’s Intellectual Property from our Website and/or other marketing materials; however, we will be authorized to maintain the Provider’s Intellectual Property to the extent that it is reflected in blog posts, cached pages, or marketing materials where more than one Provider is referenced or otherwise not commercially feasible that Fitverz removes and/or modifies. Fitverz will not use any photos or promotions that may mislead Members or provide false advertising. No photo, promotion or mention of the Provider will be used without the prior consent of said Provider.
Fitverz Intellectual Property. Fitverz is and will be the owner of all intellectual, patrimonial or moral property rights, including business secrets (trade secret), proprietary information (know-how), confidential information, patents, inventions, trademarks (trademark), service marks ( service mark), trade dress, trade names, logos, corporate names, domain names, creations, writings, documents, videos, audio, own image (right of publicity), all with the goodwill associated with it, derivative works and any other rights that arise in relation to the Platform, except for the Intellectual Property that, prior to entering into this Agreement, belongs to the Provider. The Intellectual Property of Fitverz cataloged as Fitverz Digital Content will not be subject to the terms and conditions of Payment as established in Section 5 of this Agreement. The Provider accepts and agrees that it will not have the right to claim any type of compensation, payment, benefit, commission or incentive for Fitverz Digital Content assigned to Fitverz or produced in conjunction with the Company. During the term of this Agreement, you may use the Fitverz name, logo and/or other Intellectual Property specified by us in writing at selected locations (for example, on the Provider Website, at the time of registration) only in accordance with the marketing guidelines that we provide to you and/or subject to our right to withdraw or limit such permission at any time.
Without our express written authorization (from an executive officer), you may not use Fitverz’s Intellectual Property for any other purpose. You agree not to disparage or denigrate Fitverz and/or not to promote a competitive offering during the term of this agreement. You reserve all Intellectual Property rights of the Provider that are not expressly granted to you in these Terms, and/or we reserve all the Intellectual Property rights of Fitverz that are not expressly granted to you in these Terms. You must not prepare any derivative works based on the Fitverz Intellectual Property or translate, reverse engineer, decompile or disassemble the Fitverz Intellectual Property. You acknowledge and agree that, between the parties, Fitverz owns all the interests of your Intellectual Property. Furthermore, you agree not to take any action to contest or challenge the validity of Fitverz’s rights to Fitverz’s intellectual property or Fitverz’s property or registration. If you provide Comments to us, you assign and agree to assign to Fitverz and/or its affiliates all rights, title and interest in and to any intellectual property rights associated with such Comments. You agree to provide Fitverz with any assistance that Fitverz may reasonably require in documenting, perfecting or maintaining Fitverz’s rights in the Comments. Fitverz will not be liable to you, your employees, contractors, agents, and its affiliates with respect to reviews or comments posted by our members on our Website or otherwise.
Definitions. As used in this Agreement, “Fitverz Intellectual Property” means any intellectual property associated with our Website, customer data, Fitverz trade names, logos, trademarks, domain names, social media identifiers, all data collected through our Website, all audiovisual content, video or audio recordings, photographs, graphics, works of art, text or any other content created by Fitverz or under the direction of Fitverz, or assigned and/or assigned to Fitverz for the purpose of being used, for advertising or profit, in the channels and/or networks managed by the Company, and/or any material, software, technology or tools used or provided by Fitverz to promote the products and/or services and conduct your business in connection with them; “Comments” means comments, suggestions, revisions, modifications, data, images, text or other information or content about our products or services or otherwise in connection with this Agreement, any Intellectual Property of Fitverz or your participation in this Agreement; “Intellectual Property of the Provider” refers to the name of the Provider, logos, trademarks, service marks, domain names and/or any audiovisual content, video or recordings, photographs, graphics, illustrations, text and/or any other content provided , specified, recommended, directed, authorized or approved for use by the Provider.
- Fitverz Digital Content, Provider Membership, and On-demand Products and/or Services.
Fitverz Digital Content. Fitverz may allow the Provider to make live and/or pre-recorded broadcasts of audio, video and/or other digital content available under the Fitverz Digital Membership (collectively, “Fitverz Digital Content”), through the Platform, other websites and/or the social platforms of Fitverz and/or affiliates of Fitverz (eg Youtube, Facebook). The Provider grants Fitverz and its affiliates all the necessary rights to use the Fitverz Digital Content and associated intellectual property (including to monetize, modify, adapt, reproduce, publicly display, publicly perform, distribute, transmit, stream, publish, record, transfer and sublicense) worldwide in all currently applicable, existing, or hereafter developed formats (including on the Fitverz platform, Fitverz Virtual Membership, and third-party streaming, conferencing and hosting services). Said Fitverz Digital Content made by the Provider may not be modified, reproduced, displayed or publicly executed, transferred or transmitted without the express written consent, approval and authorization of an executive representative of Fitverz.
Payments for Provider Memberships and Products and/or On-demand Services. The Provider may create and sell its own Membership plans, Products and/or On-demand, digital and/or In-person services that are legitimate and bona fide, setting their prices at its sole discretion. Each time a Fitverz Member and/or Corporate User pays through the Platform, the Provider will receive the rate applicable to the established price of said Provider Membership or Product and/or On-demand Service, less a service charge established in the Provider’s profile, unless otherwise agreed with us and reflected in said profile.
- For payments received by regular Fitverz Members, the service charge will be 7% of the total transaction. In this case, service charges will be capped at a maximum of $150.00 per calendar month. Regular Fitverz Members will have unlimited access to reserve and pay for Provider Memberships or On-demand Products and/or Services. However, in the event that the same Provider accumulates an amount of sales through the Platform whose value exceeds the established limit, it may continue to make sales without additional costs or service charges during that calendar month.
- For payments received by Fitverz Corporate Users, the service charge will be 10% of the total transaction. In this case, the service charge will not have a maximum limit, unless something else has been agreed with us. Fitverz Corporate Users will have unlimited access to reserve and pay for Provider Memberships or On-demand Products and/or Services.
Payments for the sale of Provider Memberships or On-demand Products and/or Services will be paid to Provider within three (3) business days after (1) the beginning of the Provider Membership cycle; (2) delivery of the On-Demand Product; (3) the execution of the On-Demand Service. Despite any language that indicates otherwise in this document, unless otherwise agreed in writing: you will not obtain any Payment for a Product and/or On-demand Service that, in the determination of Fitverz, (1) has been assigned to the Company as Fitverz Digital Content for the Fitverz Digital Membership; (2) has been paid illegitimately; (3) the Member has canceled and requested a refund according to our refund policy established in the Fitverz Terms of Service, (4) the Provider did not comply with the Membership or the delivery and performance of the Products and/or On-demand Services. Payments are calculated according to the data of the transactions contained in the Platform, and as such, they will be the final determinant of the payment. Payments for Qualified Sessions within the “On-demand” Service are not subject to reconciliation, except fortuitous technical difficulties, as recognized in good faith by the Company.
No Payments for the Fitverz Digital Membership. The definition of a Qualified Session does not apply to the Fitverz Digital Membership. Any fee and/or Payment applicable to any Fitverz Digital Content does not apply to the Fitverz Digital Membership. Specifically, you agree that you will not receive any Payment for any Fitverz Digital Content, whether prerecorded, live or livestreamed whose rights are assigned to the Company to be offered within the Fitverz Profile and the Fitverz digital Membership. Fitverz may monetize, at Fitverz’s sole discretion, said Fitverz Digital Content and you agree that you assign all rights to royalties, compensation, payments or remuneration of any kind, whether in cash or otherwise, of everything that Fitverz enters for concept of said Fitverz Digital Content.
Cancellations and refunds of Provider Memberships or On-demand Products and/or Services. Cancellations of Provider Memberships or On-demand Products and/or Services by Members or Corporate Users are governed by Section 12.3 of the Fitverz Terms of Service. The refund policy governing Provider Memberships or On-demand Products and/or Services is governed by Section 8.11 of the Fitverz Terms of Service. In order for you to cancel a Membership or an On-demand Product and/or Service with reservations or registered customers, you must contact the Fitverz team by writing to email@example.com. Members or Corporate Users who have paid for said with reservations for said Membership or Product and/or On-demand Service will receive a notification and a full refund. Cancellations can be detrimental to Members. Given this, penalties of up to twenty percent (20%) of the refund may apply if the Provider cancels a Membership or an On-demand Product and/or Service that has already been paid for by a Member or Corporate User. Frequent cancellations will be considered a violation of this Agreement and may, at Fitverz’s sole discretion, result in termination of this Agreement.
Refunds that have been made for cancellations of the Provider that do not comply with the provisions of this Section, will remain as a credit in favor of Fitverz.
Cancellations by Provider of any Digital Session or “On-demand” Service will not be subject to penalty in case of:
- Death of Provider, Member, immediate family member or caregiver;
- Serious and unforeseen illness or injury affecting Provider. You will be required to provide a statement from a physician confirming that Provider is unable to perform the Digital Session and/or the Service “On-demand” due to a serious and unexpected illness or injury;
- Mandated by the state, including jury service, travel restrictions, court appearances, and/or military deployment. You will be asked to provide a copy of the official notice dated after the Members’ reservation that contains the name of the person fulfilling that mandate;
- Unforeseen damage to property, maintenance or problems with the Provider or Member facilities, as the case may be, that make it unsafe to host the Digital Session and/or the “On-demand” Service or that prevent the Member from accessing basic utilities, such as drinking water or electricity service.
- Interruptions in transportation that make it impossible to travel to the facilities designated to offer the Digital Session and/or “On-demand” Service, such as the closure or blocking of all roads or routes to said facility.
- Natural disasters, terrorist activities and social / political disturbances that prevent the Provider from traveling to or from the designated facility to provide the Digital Session and/or “On-demand” Service, or that it is not safe to offer such Provider Products and Services.
- Essential service outages affecting the fitness provider’s facilities.
If you have confirmed that you meet the above requirements and fall under some exceptional circumstance, contact us at firstname.lastname@example.org.
Miscellaneous. Fitverz will determine the category, classification, location, design and presentation of the Fitverz Digital Content. The Fitverz Digital Content Provider agrees to abide by Fitverz’s guidelines (for example, regarding format) to facilitate the presentation of Fitverz Digital Content. Fitverz is not obliged to use or store all of the Fitverz Digital Content. Nothing in this Section 12 limits Fitverz’s rights under another section of the Terms and Terms of Service and/or other Fitverz policies.
You represent and warrant that:
- you have the right, power and authority to accept this Agreement;
- you are registered, to the extent required by applicable law, for the purposes of collecting sales and use taxes in the jurisdictions where the goods and/or services that you make available to the Fitverz platform will be provided;
- has all interest in and for the Intellectual Property and the Provider’s comments and has the right to grant us the License;
- The Intellectual Property of the Provider and its goods and services (including the goods / services that you make available to the Fitverz platform) do not include any material that generates civil liability or violates any law;
- you and your employees, contractors and agents have received the appropriate education and training and possess all required and current regulatory authorizations, licenses and certifications, related to the goods or services described in this Agreement;
- you comply with all laws and regulations applicable to your business (including business licenses, insurance documents, etc.);
- Your company and bank account information as provided in this Agreement are accurate and you are the person authorized to receive the funds sent by Fitverz.
At the sole cost and expense of the Provider, they must have and maintain current insurance or liability relief that covers any damage, accident or injury to the Members and/or Corporate Users who will visit and attend their sessions and/or services. Fitverz is not responsible for any of the scenarios mentioned above and will provide liability waivers to all members through the platform.
You are solely responsible and, to the maximum extent permitted by applicable law, will release, defend, and hold Fitverz, its affiliated and related entities, and any of their respective officers, directors, agents, and employees, harmless from any loss that may arise out of relation to any of the following: (1) any breach by you of this Agreement, or of its representations and warranties below (including misuse of Member Data); (2) your sales, use, or similar state or local tax obligations arising in connection with this Agreement; (3) claims arising out of or related to goods and services provided by the Provider or any of its affiliates, or with respect to any of its facilities, including but not limited to any claims of false advertising, personal injury, death or damages to the property. We maintain the right to control our own defense and to choose and appoint our own legal representation, 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 set off any amounts owed or payable by you under this Agreement against any amounts owed or payable by us under this Agreement.
You agree not to disclose the terms outlined in this Agreement or any non-public information that we may share with you from time to time (such as product or business development plans) to any party (other than your employees, parent entity, shareholders, attorneys and/or accountants on a strict need to know, provided that reasonable precautions have been taken to preserve the confidentiality of the information made available to such parties). In the event of a breach of Section 9 or this Section 16, we will be entitled to injunctive relief and specific enforcement, and to any other measure permitted by applicable law (including monetary damages, if applicable) without any requirement to issue a bond. Fitverz’s confidential information includes data, reports and other information that we may provide to you from time to time about the fitness industry, your location (s), sessions and/or other services. Such information is provided for informational purposes only.
- Limitation of liability.
In no event will Fitverz be liable or liable to you or any third party for special, incidental, exemplary, consequential, punitive or indirect damages. Furthermore, Fitverz will not be liable to you in relation to any act or omission of its Members and/or Corporate Users, its guests or any other third party. Except with respect to an intentional violation by us of our obligations under the relevant section of this agreement, the sole and/or complete liability of Fitverz to the Provider for any claim arising out of or related to this agreement is limited to the payment of the unpaid fees owed to Provider pursuant to section 2. This limitation of liability applies to the maximum extent permitted by applicable law and without prejudice to the failure to comply with any limited remedies.
Relationship of the parties. Fitverz and the Provider are independent contractors. Nothing in this Agreement shall be construed as the creation of a joint venture, partnership, franchise, or agency relationship between the parties and neither party has the authority, without the prior written approval of the other party, to bind or bind the other in no way.
Do not recruit. During the term of this Agreement and for a term of one (1) year after its termination, cancellation or resolution, the Provider may not directly or indirectly recruit any Fitverz employee.
Force Majeure. The Company will not be responsible, in any way, for breach of this Agreement when the breach is due to direct cause or is related to acts or circumstances beyond Fitverz’s control including, but not limited to, so-called acts of force majeure, blackouts, floods, hurricanes, fires, earthquakes, explosions, government actions, war, invasions, terrorist or hostile events or threats, strikes, work stoppages, demonstrations, national emergencies, revolutions, insurrections, epidemics, labor disputes, restrictions on trade that limit or restrict the Company to provide the Services, or affect the telecommunication or energy networks. If the event extends for a period greater than 120 days, and the Company has not taken reasonable measures to alleviate or remedy the effects of the Force Majeure event, the Provider may notify the Company in writing of its intention to terminate this Agreement.
Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous oral or written agreements relating to such subject matter. Fitverz may modify the Agreement (including the Vendor Agreement and/or the Terms) at any time with prior notice, but without prior consent. The most recent version of the Terms will be updated on our Website and sent to the Provider’s email. Provider agrees that this method of notification constitutes adequate notice to inform Provider of any amendment to the Agreement and further agrees to be bound by such amendments immediately after such notification, or in accordance with any other time frame that Fitverz may communicate. If this Agreement is terminated immediately upon such notice because Provider does not agree to a material change to a material term of the Agreement, then Fitverz will continue to comply with the terms in effect prior to such modification for the applicable termination period. This Agreement may not be amended or modified in any other way, except by mutual agreement of the authorized representatives of the parties in writing.
Assignment. You will not transfer or assign your rights or obligations under this Agreement, whether by law or otherwise, without the prior written consent of an authorized signatory of Fitverz. 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 assets or businesses, or by operation of law, without prior notice or to terminate this Agreement in case of any of the above.
Divisibility. If any provision of this Agreement is held invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected.
NO REPRESENTATIONS. Except as expressly set forth in this agreement, neither party makes any representation or warranty, express or implied, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Fitverz does not guarantee or warrant that the services offered on or through our Website will be uninterrupted or error-free or that any offer from Providers will generate income or profit for the Provider.
Current law; Jurisdiction; Resignation. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico, without taking into account its principles of conflict or choice of law. The Provider for disputes arising out of or related to this Agreement will be limited to a federal or state court located within Puerto Rican territory. Each Party submits to the jurisdiction of said courts. You agree that any proceedings will be carried out only on an individual basis and not in a session, consolidated or representative action.
Notices and notifications. 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 meet if they were in writing. Unless explicitly stated otherwise, legal notices, with respect to Fitverz, will be sent at Fitverz LLC., P.O. Box 362318, San Juan, PR, 00936. Attention: Legal department and, with respect to you, to the email address you provide us during the registration process (or to any new email address that you notify us in accordance with this Section 14 (g)). Notice will be deemed delivered 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may mail you legal notice to the address provided during the registration process (or to any new address that you notify us pursuant to this Section 14 (g)). Any notice delivered by physical mail will be deemed delivered before delivery or three days after the date of shipment.
Headings, subtitles and definitions. The headings and subtitles in this Agreement are for reference convenience only and shall in no way modify, nor affect the meaning or construction of any of the terms or provisions thereof. The terms defined in this document will also apply to the singular and plural forms and to the correlative forms of said terms. Whenever the context requires it, any pronoun will include the corresponding masculine, feminine and neutral forms. “Person” (capitalized or not) means any natural person, corporation, partnership, limited liability company, joint venture, trust, association, sole proprietorship, or other entity. The words “include”, “includes” and “including” shall be considered followed by the phrase “without limitation.” “Loss” refers to claims, lawsuits, investigations, penalties, damages, losses or expenses (including reasonable attorneys’ fees). The word “or” is not exclusive. All references to “days” will be to calendar days and all references to “months” will be to calendar months, unless otherwise specified.
BY USING THE SITE (www.fitverz.com) OR ACCEPTING THESE TERMS AND CONDITIONS AT THE TIME OF YOUR REGISTRATION, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AS IF YOU HAVE ACCEPTED THESE TERMS IN WRITING. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CONTINUE YOUR REGISTRATION OR USE THE SITE OR ANY SERVICES.