General Terms and Condition & Data Privacy
Membership and Hourly Session
· Memberships once purchased are not transferrable or resalable.
· For any Refund/ cancellation queries refer Cancellation and Refund section
· For any Offer-related queries refer to Offers section
· If you want to cancel the membership, please contact FitZip within 24 hours from the time of your membership purchase.
· Refund/Cancelation of membership purchase is basis of sole discretion of the service provider
· Your membership start date once selected while purchasing and/or modified from your user profile on cannot be changed without service providers discretion.
· In case of non-consumption of your membership after your membership period lapses, a refund/extension is not applicable.
· Freezing / Transfer of membership is the sole discretion of the service provider basis their terms & conditions.
· If the service partner shuts down their gym/studio or discontinues their services ,FitZip is not responsible for a refund/transfer of membership. The aforementioned are in the hands of the FitZip
· If your membership purchase is refunded or cancelled, FitZip reserves the right to retrieve the rewards offered to you on the time of your membership purchase.
· FitZip reserves the right to modify the terms & conditions at any given time without prior notice to any customers.
· No refunds or transfer/extension of services will be issued for unused classes sessions and services.
Cancellation & Refund
Terms of Cancellation
· Policy and eligibility as per the cancellation rule displayed against the Facility.Also available in the booking details.
· FitZip is not responsible for the cancellation of sessions by its affiliate gyms/studios & trainers.
· If FitZip’s affiliated service partner cancels a paid booking (paid trial/membership) - users can request reschedule the booking or request a refund.
· If the sessions are unattended, it cannot be rescheduled/refunded in the any form and even for FITZIP[LIVE]
· FitZip’s decision on cancellations shall be at their sole discretion and shall be final and binding.
· FitZip reserves the right to modify the terms for cancellation at any given time without prior notice to any customers.
Terms of Refund
· In case of transaction made to purchase memberships through FitZip, no refund will be provided unless FitZip or its affiliate gym /Arena/trainer is unable to fulfil the service enrolled for.
· In case of transaction made to purchase a workout Session through FitZip, a customer is not entitled to a refund if he/she has failed to attend the session.
· In case of Cancellation of workout session by the customers, No refunds will be provided in the form of cash.
· Cases of Refund: a. If FitZip or its affiliate service partner cancels the session/membership purchased. b. If FitZip or its affiliate service partner cancels the trial/ workout session c as per the prevailing policy
· All refund amounts shall be credited in the customer’s bank account within 7 business days in accordance with the terms that may be stipulated by the bank which has issued the credit/debit card.
· FitZip ‘s decision on refunds shall be at their sole discretion and shall be final and binding.
· FitZip reserves the right to modify the terms for refunds at any given time without prior notice to any customers.
FITZIP[LIVE] doesnt allow the cancellation of the for the subscription bookings.
Offers & Coupons
In case of cancellation of booking made with a coupon, the coupon discount or value may be subtracted from the return credit
Coupons T & C:
Acceptance of Terms
Thank you for using FitZip. These Terms of Service (the "Terms") are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the FitZip website at www.thefitzip.com (the "Site") and any related mobile or software applications ("FitZip Platform") including but not limited to delivery of information via the website whether existing now or in the future that link to the Terms (collectively, the "Services")
These Terms are effective for all existing and future FitZip users, including but without limitation to users having access to 'Service Provider Page' to manage their claimed business listings.
Please read these Terms carefully. By accessing or using the FitZip Platform, you are agreeing to these Terms and concluding a legally binding contract with Nobilian Online Services Pvt Limited (hereinafter collectively referred to as "FitZip"). You may not use the Services if you do not accept the Terms or are unable to be bound by the Terms. Your use of the FitZip Platform is at your own risk, including the risk that you might be exposed to content that is objectionable, or otherwise inappropriate.
In order to use the Services, you must first agree to the Terms. You can accept the Terms by
· Clicking to accept or agree to the Terms, where it is made available to you by FitZip in the user interface for any particular Service; or
· Using the Services. In this case, you understand and agree that FitZip will treat your use of the Services as acceptance of the Terms from that point onwards.
Eligibility to use the services
A User may accept this Agreement only when:
1. if such User is a natural person of the legal age, eligibility and mental capability to form a binding contract; or
2. if such User is not a legal person, is lawfully existing and has all the authorizations, permits and allowances to enter into this Agreement and form a binding contract; and such User is not legally barred or restricted from using any of the Services.
3. Users approve of and accept this Agreement by accessing any of the Services offered by FitZip, including by simply accessing the Website or any Content thereof.
Changes to the terms
FitZip may vary or amend or change or update these Terms, from time to time entirely at its own discretion. You shall be responsible for checking these Terms from time to time and ensure continued compliance with these Terms. Your use of FitZip Platform after any such amendment or change in the Terms shall be deemed as your express acceptance to such amended/changed terms and you also agree to be bound by such changed/amended Terms.
Provision of the services being offered by FitZip
2. The purpose of provision of Services is to facilitate an online market place/Platform for the Buyers and Sellers for Listing, display, marketing and/or sale of fitness and sports related services. FitZip is also engaged in various activities for promoting a healthy lifestyle, including providing fitness and lifestyle related blogs, expert approvals of fitness blogs, listing of nearest fitness centres etc.
3. The Services may be availed by the Users by
1. In order to provide certain parts of Services to the Users FitZip require the Users to register on the FitZip platform by providing certain information (“Registrable Services”). Users agree and acknowledge that provision of Registrable Services is depended on the information provided by a User to access such Registrable Services and ensure that all such information provided by the User to FitZip in order to access the Registrable Services shall always be true, accurate, complete and updated.
2. The Website and Mobile Apps may include links to other online platforms which may contain materials that are objectionable, unlawful, or inaccurate. FitZip does not endorse or support these links or the products and services they provide; these links are provided for Users’ convenience only. FitZip is not responsible or liable for the content or accuracy of such links.
3. Subject to applicable law, FitZip may stop provision of Services (or any part of Services), permanently or temporarily, to a User or to Users generally or may modify or change the nature of Services and/or these Terms at its sole discretion, without any prior notice to the Users. Use of Services by a Person following any such modification constitutes such Person’s deemed acceptance to be bound by this Agreement (or as it may be modified).
4. We, the software, or the software application store that makes the software available for download may include functionality to automatically check for updates or upgrades to the software. Unless your device, its settings, or computer software does not permit transmission or use of upgrades or updates, you agree that we, or the applicable software or software application store, may provide notice to you of the availability of such upgrades or updates and automatically push such upgrade or update to your device or computer from time-to-time. You may be required to install certain upgrades or updates to the software in order to continue to access or use the Services, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to you by us under the Terms shall be considered part of the Services.
5. By using FitZip’s Services you agree to the following disclaimers:
· The Content on these Services is for informational purposes only. FitZip disclaims any liability for any information that may have become outdated since the last time the particular piece of information was updated. FitZip reserves the right to make changes and corrections to any part of the Content on these Services at any time without prior notice. FitZip does not guarantee quality of the Services, the price List against the offering or the availability of the service at any of the Service Provider. Unless stated otherwise, all pictures and information contained on these Services are believed to be owned by or licensed to FitZip. Please email a takedown request (by using the "Contact Us" link on the home page) to the webmaster if you are the copyright owner of any Content on these Services and you think the use of the above material violates Your copyright in any way. Please indicate the exact URL of the webpage in your request. All images shown here have been digitized by FitZip. No other party is authorized to reproduce or republish these digital versions in any format whatsoever without the prior written permission of FitZip.
· Any certification, licenses or permits ("Certification") or information in regard to such Certification that may be displayed on the Service Provider listing page on the Platform is for informational purposes only. Such Certification is displayed by FitZip on an 'as available' basis that is provided to FitZip by the Service provider partner(s). FitZip does not make any warranties about the validity, authenticity, reliability and accuracy of such Certification or any information displayed in this regard. Any reliance by a user upon the Certification or information thereto shall be strictly at such user's own risk and FitZip in no manner shall assume any liability whatsoever for any losses or damages in connection with the use of this information or for any inaccuracy, invalidity or discrepancy in the Certification or non-compliance of any applicable local laws or regulations by the Service provider partner.
You acknowledge and agree that if FitZip disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content, which is contained in your account. You acknowledge and agree that while FitZip may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, FitZip may set such fixed upper limits at any time, at FitZip’s discretion.
USE OF SERVICES
1. In order to use Services, a Person will require accessing the Website or the FitZip app through internet in such form and manner as provided by FitZip. FitZip may update the Platform from time to time in order to ensure a better User experience and consequently may temporarily cut or restrict Users’ access to the Services.
2. Users shall use the Services only for such purposes as is permitted:
i. by this Agreement;
ii. if User is a natural person, by any law, regulation or generally accepted practices or guidelines applicable in the country of which User is a citizen, in which User is a resident or from where User accesses the Services; and
iii. if User is a Person other than a natural person, by any law, regulation or generally accepted industry practices and guidelines applicable in the country where User is registered, where User maintains its principle office or from where User accesses the Services.
3. While most parts of the Services are available to Users free of cost, parts of Services may be provided to the Users at a cost. FitZip reserves that right to amend these Terms and impose a cost on free parts of Services in future. FitZip will use its reasonable efforts to give Users a prior intimation as and when any part of free Service becomes a paid Service. If, after being so intimated, any User access paid parts of Services, cost for such paid Services shall become due and payable by such User to FitZip and FitZip shall have the right to recover the cost of provision of such paid Service to the User, from the User.
5. You may also be able to register to use the Services by logging into your account with your credentials from certain third-party social networking sites (e.g., Facebook, Google). You confirm that you are the owner of any such social media account and that you are entitled to disclose your social media login information to us. You authorize us to collect your authentication information, and other information that may be available on or through your social media account consistent with your applicable settings and instructions.
6. In creating an account and/or claiming your business' listing, you represent to us that all information provided to us in such process is true, accurate and correct, and that you will update your information as and when necessary in order to keep it accurate. If you are creating an account or claiming a business listing, then you represent to us that you are the owner or authorized agent of such business. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts or business listings except as otherwise authorized by us, or provide or use false information to obtain access to a business' listing on the Services that you are not legally entitled to claim. You acknowledge that any false claiming of a business listing may cause FitZip or third parties to incur substantial economic damages and losses for which you may be held liable and accountable.
7. You are also responsible for all activities that occur in your account. You agree to notify us immediately of any unauthorized use of your account in order to enable us to take necessary corrective action. You also agree that you will not allow any third party to use your FitZip account for any purpose and that you will be liable for such unauthorised access.
8. By creating an account, you agree to receive certain communications in connection with FitZip Platform or Services. For example, you might receive comments from other Users or other users may follow the activity to do on your account. You can opt-out or manage your preferences regarding non-essential communications through account settings.
RESTRICTION ON USE OF SERVICES
1. Users will not use the Services or any Content for any purpose that is illegal, unlawful or prohibited by this Agreement.
2. Users will not access (or attempt to access) the Services or Content provided through the Services by any means other than in the form and manner provided by FitZip, unless such User has been specifically allowed to do so in a separate written agreement with FitZip.
3. Users will not circumvent or disable any digital rights management, usage rules, or other security features of the FitZip Platform; remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website or Mobile App; and not use Services in any manner that threatens or is likely to threaten the integrity, performance or availability of Services.
4. Users will not attempt to or engage in any activity that may:
· Reverse engineer, decompile or otherwise extract the source code(s) related to the Services or any part thereof, unless it is expressly permitted by FitZip in writing or is required by applicable law;
· Use any robot, spider, retrieval application, or other device to retrieve or index any portion of Services or Content;
· Collect information about other Users in any illegal or unlawful manner for any illegal or unlawful purpose;
· Register on the Website/Mobile App to access Registrable Services or create any online accounts by automated means or under false or fraudulent pretences for using the Services;
· Transmit any viruses, worms, defects, trojan, or any items of a destructive nature through Services;
· Use Services in any manner that can damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Services, or interfere with any other third party's access to and enjoyment of Services;
· Carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Website or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to Services or any part of Services or any User;
· Forge headers or otherwise manipulate identifiers to disguise the origin of any Content transmitted through the Website; or
· Obtain any materials or information through any means not intentionally made available, in the opinion of FitZip, through Services.
· "Hacks" or accesses without permission our proprietary or confidential records, records of another user, or those of anyone else;
· Violates any contract or fiduciary relationship (for example, by disclosing proprietary or confidential information of your employer or client in breach of any employment, consulting, or non-disclosure agreement)
5. Users agree and undertake not to impersonate another Person or impersonate, guide or host on behalf of, or falsely state or otherwise misrepresent its own affiliation with any Person, including, but not limited to FitZip, FitZip’s officials, employees, agents, partners, affiliates, dealers and/or franchisees.
6. You acknowledge that FitZip has no obligation to monitor your – or anyone else's – access to or use of the Services for violations of the Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.
7. You hereby agree and assure FitZip that the FitZip Platform/Services shall be used for lawful purposes only and that you will not violate laws, regulations, ordinances or other such requirements of any applicable Central, Federal State or local government or international law(s). You shall not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam mail, chain letters or any other form of solicitation, encumber or suffer to exist any lien or security interest on the subject matter of these Terms or to make any representation or warranty on behalf of FitZip in any form or manner whatsoever.
ROLES AND OBLIGATIONS OF FITZIP AND USERS
Users agree to the following roles and obligations in order to avail Services:
1. Marketplace of fitness and Sports services: Subject to other provisions of this Agreement, Users may purchase, and Service Provider may sell any fitness and sports services through the FitZip Platform. For such purchase of fitness and Sports services, in addition to other applicable terms of the Agreement, Users specifically agree to the roles and obligations of the Users set out under these Terms. For marketing, sale and/or promotion of fitness and Sports services through the FitZip Platform in addition to other applicable terms of the Agreement, Service providers will be required to enter into a separate written agreement with FitZip. Any sale of fitness and Sports services through the FitZip will constitute a contract of sale between the User of fitness and Sports services and the Service Provider of such fitness and Sports services and all fitness and Sports services shall be delivered by such Service Provider to such Buyer/Users directly. FitZip shall not be responsible for delivery, merchantability, quality, suitability and aptness of any service sold or delivered or accessed using the FitZip Platform.
2. Content in relation to Services: Users may create and/or display Content (including information regarding the offerings of Service Provider, pictures, comments, ratings and feedbacks) on the FitZip Platform. By displaying any Content on the FitZip Platform, unless agreed to and provided for to the contrary, Users grants FitZip a right to use such content in any manner.
3. Content Responsibility: Users acknowledge and understand that FitZip shall not review, and cannot review, all of the Content displayed on the FitZip Platforms and cannot therefore be responsible for such Content (unless such Content has been created by FitZip itself). Each User is entirely responsible for any Content displayed or accessed by such User through the Website or Mobile App, and any harm resulting from display or use of such Content.
4. Removal of Content: Users understand and acknowledge that if a User deletes or removes any Content from display, FitZip will use reasonable efforts to facilitate removal of such Content from the FitZip Platform., but cache, cookies, back up files or references to such deleted Content may not be immediately removed and/or disposed off.
5. Commercial Use: Unless agreed to the contrary in writing, Services provided by FitZip are for non-commercial and personal use of the Users only. Users are not allowed to copy, reproduce, alter, modify, create derivative works of, or publicly display any Services or any part thereof without a prior written consent of FitZip.
6. Purchase of fitness and Sports services: Buyers may purchase fitness and Sports services from Sellers through the Website at the price provided therein. Buyers acknowledge that such purchase of fitness and Sports services is being made directly from the Service Provider through the FitZip Platform and FitZip is only providing a platform for the Buyers and Sellers to interact online with respect to such sale through the fitness and Sports services.
7. Registration: Buyers will need to register with FitZip through the FitZip Platform by providing such information as may be requested by FitZip from the Buyer/User. The information provided by the Buyer while registering or at the time of finalizing a purchase shall be the final billing address.
8. Adequacy of Information: The Buyer represents and warrants that all the information furnished by such Buyer at the time of registration will be true, complete, correct and updated and any change in such information will be updated by the Buyer and intimated to FitZip immediately. FitZip is entitled to act on the basis of the information provided by the Buyer and seek such further information, clarifications or verifications as it may deem necessary for granting registration. Such registration may be suspended or cancelled if FitZip is of the view that any of such information may be fake, incomplete, false, redundant or inaccurate.
9. Confirmations and Invoicing: All order confirmations and invoices will be raised by FitZip based on the registration information provided by the Buyer and available with FitZip at the time of making a purchase and accordingly payments will be accepted by FitZip only from the Buyer so registered.
10. Payments: Once Buyer has placed an order on the FitZip Platform for purchasing any fitness product or service; Buyer is required to make advance payment of the price of the fitness and Sports services in such form and manner as permissible by the FitZip Platform. FitZip may use third party platforms in order to facilitate such payment by the Buyers and will not be responsible for any loss or damage caused to the Buyer by any such third parties.
11. Acceptance of Usage/Delivery: Buyers acknowledges that placing an order for purchase through FitZip constitutes an irrevocable acceptance of the purchase and accept use of such fitness product and/or services once such order has been delivered/used, unless rescinded/cancelled by FitZip within a reasonable time on account of a default by the Seller or any prior or continuing breach by the Buyer.
12. Limitation of Liability: Buyer acknowledges that Seller/Service Provider (and not FitZip) will be responsible for adequacy and accuracy of information displayed with respect to fitness and Sports services, the entire process of sale of fitness and Sports services including pricing of fitness and Sports services, use, cancellation, and authenticity of the fitness and Sports services. FitZip’s limited responsibility in terms of provision of Services is dependent on the information provided by the Buyer. In case of any inaccuracies in any information provided by a Buyer, FitZip shall not be responsible for any consequences thereof.
FitZip shall play the following role and have the following rights with respect to provision of Services:
1. Content License: Users hereby grant to FitZip and FitZip hereby accepts a worldwide, non-exclusive, sub licensable, limited license to use any Content uploaded by the User on Website for using the Services or otherwise. For avoidance of any doubt, ownership of all Content uploaded by the User on the Website shall rest with such User and FitZip shall use such Content only for limited purposes as agreed herein (“Content License”).
2. Promotion of Content: FitZip may feature any Users or any Content in any curation, assortment, marketing story or other social media content on the Website by giving due credit to the Users.
3. Non-Exclusivity: FitZip has a right to engage with multiple Users at the same time for provision of Services or same part of Services or for engagement in same or similar activity.
4. Prohibit Access: FitZip reserves the right to, at its sole and absolute discretion, deactivate any User’s account on the FitZip Platform and block any User’s access to FitZip Platform upon a material violation of this Agreement by such User. FitZip also reserves the right to block or suspend the use of Website, Mobile App, Content, or Services at any time for any reason. FitZip shall use best efforts to give a reasonable notice of such prohibition to the concerned User.
1. Each User is bound by the Agreement from the time such User commences using the Services till the time such User ceases to use Services. Notwithstanding anything else contained herein, all the rights and obligations of Users under this Agreement, which either expressly or by their nature survive the termination of this Agreement, will not be extinguished by termination of this Agreement.
2. User may terminate this Agreement by ceasing access to Services in any manner, including disabling access to Registered Services. FitZip may terminate this Agreement with respect to any User by suspending or permanently barring access to Services.
3. FitZip reserves the right to terminate Users’ access to Services or any part of Services, at any time if:
4. Upon termination of this Agreement with respect to a User, all the legal rights, obligations and liabilities that such User and FitZip have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and shall continue to apply to such rights, obligations and liabilities indefinitely.
INTELLECTUAL PROPERTY RIGHTS AND DATA OWNERSHIP
1. Use of Services shall, at all times, be governed by and subject to the applicable laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property and Users agree to abide by such laws. A User shall solely be responsible for any violation of any law or for any infringement of any intellectual property rights caused by such User’s use of Services.
2. When a User uploads, submits, stores or sends any Content to or through the Services, such User grants the Content License to FitZip including, FitZip’s employees, agents, consultants (as the case may be) to use, copy, transmit, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly perform, publicly display, print, edit, translate, reformat and distribute such Content. The rights Users grant in this license are for the limited purpose of operating, promoting, and improving Services, and to develop new services. This license shall continue to operate even if a User stops using Services or terminates this Agreement.
3. Unless specified to the contrary and subject to applicable law, ownership of all intangible and/or intellectual property developed or existing (including any data generated as a result of Services) shall ab initio rest with FitZip. Nothing in these Terms shall be construed as granting of any implied licenses by FitZip and all rights not expressly granted to a User are reserved solely by FitZip unless specified otherwise.
5. FitZip respects the intellectual property rights of Persons and does not hold any responsibility for any violations of any intellectual property rights by Users.
6. FitZip shall not be liable for any infringement of copyright arising out of materials posted on or transmitted through the FitZip Platform, or items advertised on the FitZip Platform, by end users or any other third parties. We respect the intellectual property rights of others and require those that use the Services to do the same. We may, in appropriate circumstances and at our discretion, remove or disable access to material on the Services that infringes upon the copyright rights of others. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that any users of the Services repeatedly infringe on others' copyrights, we may in our sole discretion terminate those individuals' rights to use the Services If you believe that your copyright has been or is being infringed upon by material found in the Services, you are required to follow the below procedure to file a notification:
· Identify in writing the copyrighted material that you claim has been infringed upon;
· Identify in writing the material on the Services that you allege is infringing upon copyrighted material, and provide sufficient information that reasonably identifies the location of the alleged infringing material (for example, the user name of the alleged infringer and the business listing it is posted under);
· Include the following statement: "I have a good faith belief that the use of the content on the Services as described above is not authorized by the copyright owner, its agent, or law";
· Include the following statement: "I swear under penalty of perjury that the information in my notice is accurate and I am the copyright owner, or I am authorized to act on the copyright owner's behalf"
· Provide your contact information including your address, telephone number, and e-mail address (if available);
· Provide your physical or electronic signature
2. Users are responsible for maintaining the confidentiality of passwords associated with any device or online accounts that Users use to access Services. Accordingly, a User is solely responsible for all activities that occur with use of such Users’ online account or device. If a User becomes aware of any unauthorized use of its online account of device, such User will immediately notify the relevant authorities of the same.
LIMITATION OF LIABILITY AND INDEMNIFICATION
1. Use of Services and/or Content is entirely at User’s own risk and FitZip shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, monetary or any other damages, fees, fines, penalties or liabilities whatsoever arising out of or relating to a User’s use of Services or Content.
2. FitZip shall make reasonable efforts to make the Services available to Users in the best possible manner. However, a User may cease from accessing the Services if such User is not satisfied with Services.
3. Users acknowledge that Services only include providing an online platform for displaying, marketing, buying, selling and promoting fitness and sports related services. Any sale transaction made between a Buyer and a Seller shall constitute an agreement of sale between such Buyer and Seller and FitZip shall have no liability with respect to quality, appropriateness, merchantability, authenticity and accuracy of the goods or services sold or provided, the delivery, delivery condition, packaging and insurance costs associated with the goods or services sold through the Website. FitZip, by providing the Website, does not constitute an institution of agency with any of its Users and FitZip’s relationship with each and every individual User shall be on a principal to principal basis. Please refer to Section VIII to access and understand the roles and obligations of Users and FitZip in relation to provision of Services by FitZip.
4. Users shall defend, indemnify and hold FitZip, and FitZip’s officers, directors, employees, representatives, consultants and agents harmless from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fee that may result from or alleged to result from (a) such User’s access to or use of the Services; (b) such User’s breach of any rules, regulations and/or orders under any applicable law; or (c) such User’s breach of any obligation under this Agreement.
5. Each User is responsible for any breach of its obligations under the Agreement and/or for the consequences of any such breach.
FitZip disclaims all warranties in relation to access to or provision of Services, whether express or implied, including but not limited to:
· Services being constantly available or available at all.
· Services being successfully executed in all cases.
· FitZip Platforms being always functional without any disruption, delay or error
· User’s ability to use the Services, directly or indirectly
· Users’ satisfaction with the Services.
· The accuracy of the data provided in the course of Service.
· The security and privacy of each User’s data.
· All bugs or errors in relation to Services will be fixed or corrected.
· Website will be compatible with all devices, all networks and all browsers.
· Use of Services is fit for a particular purpose or use, except as provided herein.
· Services and Contents is accessible in every location.
FitZip, FitZip’s officers, directors, employees, affiliates and agents and any other service provider responsible for providing Services in connection with this Agreement will not be liable for any acts or omissions, including of a third party, and including those vendors participating in FitZip’s offerings made to Users, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties, or for damages associated with FitZip, or equipment that it does not furnish, or for damages that result from the operation systems, equipment, facilities or services or products provided by third parties that are interconnected with FitZip.
GOVERNING LAW AND DISPUTE RESOLUTION
1. The Services may be provided from and the Website/Mobile App may be controlled and operated from and through any country and may be subject to the laws of that country. When a User accesses the Services from any location, then, the User is responsible for compliance with the local laws applicable to such User.
2. This Agreement shall be governed by and shall be construed in accordance with the laws of India. All disputes relating to this Agreement shall be settled in the courts located at Mumbai, India.
3. Any cause of action arising out of a User’s use of Services must be commenced within 30 (thirty) days after (a) when such cause of action accrues; or (b) such User becomes aware of the facts giving rise to the cause of action, whichever is later, else, such cause of action shall be permanently barred.
FitZip may post notices within the Website or send Users notices on the registered e-mail address or the telephone numbers as shared by the Users with FitZip. Users will deemed to have received such notices, if sent via e-mail, within 24 (twenty-four) hours of FitZip sending the notice. Use of Services by any User after expiry of 3 (three) days from the day notice was sent, shall constitute receipt and acceptance of the notices sent to the User.
ANY ADVICE RECEIVED OR INFERRED VIA THE SERVICES SHOULD NOT BE RELIED UPON BY THE USERS FOR ANY PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND USERS SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR TAILORED ADVICE, SPECIFIC TO SUCH USER’S SITUATION AND/OR MEDICAL CONDITION.
FITZIP SHALL NOT BE RESPONSIBLE FOR VIRUSES, WORMS, TROJAN, AND OTHER HARMFUL OR DESTRUCTIVE CONTENT. THE WEBSITE MAY CONTAIN CONTENT THAT IS OFFENSIVE, INDECENT, OR OTHERWISE OBJECTIONABLE. THE WEBSITE MAY ALSO CONTAIN CONTENT THAT INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS, OF THIRD PARTIES, OR THE DOWNLOADING, COPYING OR USE OF WHICH IS SUBJECT TO CERTAIN ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED. FITZIP DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM THE USE OF THE WEBSITE, OR FROM ANY DOWNLOADING OF CONTENT POSTED ON THE WEBSITE.
Service Provider Specific “Terms”
Below section/Agreement are relevant for Service Provider Tied Up with FitZip and exist as binding as stated in the Service Provider On-bording form and exist in addition to the Service Provider Onboarding form:
1. Promotional Activities.
a. Marketing :FitZip will showcase the availability of the different Services and offerings of the Service Provider via the FitZip Mobile Apps and Website through various promotional activities (e.g., our respective social media channels, websites, or blogs).
Subject to the terms and conditions of this Agreement, each party hereby grants to the other party and, in the case of Nobilian Pvt Ltd , to its affiliates a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional and marketing activities. For purposes of this Agreement, the term “Marks” will mean the trademarks, images, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
FitZip may conduct or organize promotional events, publishing like print media, social media, audio visuals, etc featuring the service provider listings/banner for the sole purpose of Sales Promotion ,Except as may be expressly set forth in this Agreement or an applicable Appendix.
We each acknowledge and agree that, unless otherwise stated in an Appendix, our relationship is non-exclusive.
2. Confidential Information
“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally,in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality;(b) was acquired by the Recipient without any obligation of confidentiality from a third party withthe right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties or use in any way other than as necessary to perform this Agreement, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Agreement before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.
3. Representations and Warranties; Disclaimer
a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any agreement that would prevent it from complying with or performing under this Agreement (in your case, including without limitation, any exclusive agreements with any third parties for the availability of services via a technology platform); and (d) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
b. The Service Provider further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement including, but not limited to, the Health and Safety Standards, Hygiene Standards, any rules and regulations as per the prevailing Act.
c. The Service Provider warrants that FitZip responsibility is limited to the Sales and Marketing of the services as listed in the FitZip App and web site. Customer experience and usage which includes all the Standards as mentioned in (6.b) is sole ownership of the Service Provider.
d. The Service Provider further represents and warrants that the details of the tax registrations provided by them and Indirect tax to be levied on each Service/Facilities to be made available for sale via the FitZip App is as per Appendix II, forming integral part of this Agreement. The Service provider further confirms and declares that the information provided in Appendix II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate FitZip(Nobilian) in case of any change in the provided information. The Service Provider undertakes that all Indirect Tax applied on each Service made available for sale via FitZip App would be deposited with the Government Treasury within stipulated timelines.
e. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS AGREEMENT.
a. Indemnified Claims :Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding FitZip(Nobilian) Team) in their performance of this Agreement;(b) any claims that the Indemnifying Party breached its representations and warranties in this Agreement; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the FitZip Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail Services or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of FitZip or its employees or agents.
b. Procedure: Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.
5.Limits of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF SERVICE PROVIDER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED INR 10000/-_. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OREFFECTIVENESS OF OTHER REMEDIES.
6. IP Intellectual Property:
Except as otherwise set forth herein, all right, title and interest in and to all , (1)registered and unregistered trademarks, service marks and logos,(2) patents, patentable ideas, innovation and improvements(3) Trade secret and its know how(4) Registered and un registered trademarks, any forms, image , audio visuals display and text, software and (5) all other intellectual property ,proprietary rights or other rights related to intangible property which are used ,developed, compromising, embodied in or practiced in connection with the software FitZip Mobile Apps and Web are owned by Nobilan and you agree to make no such claims for ownership of any such services related to FitZip Mobile Apps and Web.
7.Right to Refusal
We (FitZip) in our sole discretion, reserves the right to refuse to register for the services within 30 calendar day from the receipt of payment/request for registration of the FitZip services. In event of such refusal FitZip will return any service fees being charged for such services. You agree that FitZip will not be liable to you for loss or damages that may result from our refusal to register.
Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a “Force Majeure Event”).The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement.
9.Term and Termination
This Agreement shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within seven (15) days’ notice thereof by the non-breaching party. Either party may terminate this Agreement in its entirety at any time without cause by giving fifteen (30) days’ prior written notice of termination to the other party. All terms necessary like confidentiality and onus on taxes shall survive the expiration or termination of this Agreement.
10. Terms of Appendix
Commercial as in the appendix/SVP Form are subject to renewal and can be revised every six months. Formal communication and intimation will be sent to the service provider for any such amendments. Mutually agreed commercial will be applicable in the cycle as described in such amendments. Any such amendments should be signed by both the party and will be applicable as part of this agreement. If such amendments are not requested by FitZip in event when it is not required, the existing terms of commercials as in the last agreed Appendix shall continue to enforce.
Any and all notices permitted or required to be given hereunder shall be sent to the address listed below, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) one (1) day after being sent by overnight courier, charges prepaid. Notices to FitZip(Nobilian P Ltd) should be addressed to Nobilian and provided to FitZip(Nobilian)firstname.lastname@example.org for communication purposes. Notices to Service Provider should be provided to the address of the Service Provider set forth above, with a copy to you at your address set forth above.
If any clause of this Agreement overrides or is contrary to any other prevailing law which is applicable to the parties for the time being in India, then the existing and relevant Act, Rule or Regulation shall prevail over such clause of this Agreement. Any modification or amendment to this Agreement shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement and each of the remaining terms and conditions contained herein) shall remain in full force and effect. This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement, upon notice to the other party, to (a) an affiliate of FitZip (for Nobilian P Ltd), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
13. Dispute Resolution
In case of any dispute, controversy claims or difference arising out of or under this agreement, the same shall be resolved by way of arbitration, Nobilian shall appoint/nominate one arbitrator for this purpose. The arbitrator proceedings shall be in accordance with the provisions of the Arbitration Act 1996.The decision of sole arbitrator shall be conclusive, final and binding and the place of arbitration shall be Pune.
Last Update: 05/06/2020