CONFIDENTIAL
This agreement concerning the limited use right of ”Selfloops Group Fitness” software (the “Software”) offered by Selfloops (the “Agreement”) is made between you (“You” or the “Customer”) and Selfloops, whose registered address is at viale XX Giugno 29, 63900 (FM) Fermo, Italy, on the date You accept this Agreement by clicking the “I agree” to the terms and conditions - button, or when you otherwise start using the Software. Selfloops is, and shall stay, the owner of the Software, and any and all copies made of it, and You will only be granted under the terms and conditions of this Agreement a limited right to use the Software.
The parties of this Agreement may be referred together as to ”Parties”; or a “Party”, when only one party is referred to.
Read this Agreement carefully before using the Software. By clicking on the "I Agree" -button while installing, downloading, and/or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, please leave the site and/or discontinue the use of Software and destroy or return the Software and accompanying documentation to Selfloops. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. SOFTWARE AND THE RIGHT TO USE IT
1.1 The Software is for cardio workouts and bike power training. The use of the Software requires a compatible Android device or an iPad. Depending on the specific SelfLoops application used, heart rate monitors and bike power sensors are required for the exercisers. The software allows to track real-time sensors data, synchronize the workouts with the SelfLoops Cloud platform and send email reports after the training sessions.
1.2 As a pre-requisite for the use of the Software, You have to have the SelfLoops Group Fitness license.
1.3 By accepting this Agreement, Selfloops grants to You non-exclusive, personal, non-transferable right to use the Software to run the training sessions in one (1) physical device. In case You agree with Selfloops in writing of the use of Software at more than one device, each of the devices will be charged separately. Selfloops may also provide You with support and maintenance services related to the Software against a payment, if agreed separately. This Agreement does not restrict the rights of Selfloops to offer, sell, license or otherwise market the Software to any third parties.
1.4 After the termination of this Agreement, the right to use the Software by You is ceased and the obligation of Selfloops to provide the use right to the Software to You shall end.
1.5 This Agreement replaces all prior agreements between the Parties concerning the Software.
2. THE RIGHTS AND OBLIGATIONS OF SELFLOOPS
2.1 Selfloops shall use adequate care and skill, and use professional personnel in maintaining the Software.
2.2 Selfloops may provide the Software as it deems appropriate and use subcontractors for provision.
2.3 Selfloops shall have the right to monitor the use of the Software. If at any time during the term of the Agreement the Software is actually used in several devices, You agree to pay to Selfloops an amount equal to the license fee of the Software that would have been applied to the actual number of devices of the Software. Selfloops is authorized to install within the Software tools to monitor the actual number of devices accessing the Software at any time.
2.4 Selfloops shall have the right to further develop the Software independently and make changes to content and technical realization to them, provided that the level in whole does not deteriorate.
2.5 Selfloops shall provide the Software in a reasonable time after the Agreement has been concluded.
2.6 Selfloops shall be responsible towards You of the usability of the Software up to the interface of the Internet core network. Selfloops shall in no circumstances be liable of Your basic IT infrastructure, such as Internet connections, devices and operating system versions or the functioning of other software and/or heart rate monitors and other sensors.
2.7 Selfloops is only responsible of providing You with access to the Software. Selfloops support web pages are maintained to include basics of the usage (Getting Started, FAQs and Tips) of the software.
2.8 Selfloops shall create and provide You with user account and password (“Access Rights”) to Your main user for a certain period of time. Your main user is the person clicking the “I Accept” button and thus approver of this Agreement on behalf of You. Selfloops can, at any time, change the Access Rights or withdraw them.
2.9 Selfloops may offer You updates and/or upgrades of the Software. Upgrades of the Software are included in the subscription fee. Such upgrades include new functionalities or components provided by Selfloops or third parties. Selfloops may also offer updates and upgrades for a fee. In this case, Selfloops shall inform of such possible upgrades, delivery times, their timetables and costs separately.
2.10 Selfloops has the right to change the terms and conditions of this Agreement and applicable Privacy Policy from time to time in its sole discretion. Such changes shall become effective upon posting a notification on the Selfloops website and you agree to be bound to any and all of the changes when you use the Software.
3. YOUR GENERAL RIGHTS AND OBLIGATIONS
3.1 You are solely responsible and liable for Your own business and of the use of Software, as well of ensuring that You are acting according to the laws, regulations and instructions of the officials, including but not limited to the data protection regulation, for example Personal Data Act.
3.2 In addition to main user, You shall be able to appoint side users to the Software, for example as chief trainer, accountant and group sports trainer.
3.3 You shall pay, by the due date, for the use of the Software, for the costs resulting from the implementation of the Software and the payments for other possible agreed services.
3.4 You shall accept the Software “AS IS”. You are responsible for any costs of possible inspection and testing.
3.5 You shall provide free of charge such information on technical features, interfaces and characteristics of Your network environment that might have an influence on Selfloops’s performance under this Agreement. You shall perform its duties and obligations under this Agreement in highly professional manner with due skill and care.
3.6 You are not authorized to make, or have made, any changes to the Software.
3.7 You shall assist Selfloops in its performance of its obligations under this Agreement and in ensuring the necessary cooperation of third parties. You shall give all the necessary materials, such as production data for the purposes of development and testing of the Software.
3.8 You are responsible for acquiring the internet connections, data equipment, connections, software and other needed additional equipment needed for the use of the Software, including, but not limited to possible new end user equipment, e.g. heart rate monitors and other sensors. Selfloops may provide you with the equipment. In any case, you are responsible for the costs, operation, maintenance and support of all such equipment, connections and software.
3.9 You are fully responsible for all activities or neglects which occur under Your Access Rights. You shall exercise due care in handling the Access Rights and in a manner that unauthorized access to the Software and the software system is prevented. You may not disclose the Access Rights to any third party and the Access Rights shall be considered as confidential information of Selfloops.
You shall contact Selfloops immediately, if You believe that the security of Access Rights has been compromised, if they are lost or they have been misused, or if there are changes regarding the Access Rights or employment changes (including but not limited to the termination of employment) within Your company. You shall compensate Selfloops and/or third parties for all damage, cost and expenses caused by misuse of the Access Rights.
4. MARKETING
4.1 Selfloops shall have the right to use Your name and logo in marketing of its services and make reference to the co-operation of the parties during the term of the Agreement in accordance with good manners.
4.2 You are solely responsible of your own marketing.
4.3 We welcome comments, feedback, suggestions, and other communications regarding our website, applications and the services we provide. You are not obligated to provide feedback to us and in the event that you provide us feedback, you hereby grant to Selfloops a worldwide, non-exclusive, transferrable, assignable, sub-licenseable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such feedback. If you do not wish to license your feedback according to our terms described here, please do not send us any feedback.
5. PAYMENTS AND PAYMENT TERMS
5.1 Selfloops will charge You periodically as defined in your subscription according the Selfloops price list valid at a time, until the service provision is terminated. In case the automatic invoicing process in not successful, Selfloops will invoice You, in which case the cost of bank transfer and other expenses related to payment of service fees shall be paid by You.
5.2 Selfloops shall have the right to change fees of the Software. Selfloops notifies You in writing about changes in fees at least one (1) month prior to the change is effective.
5.3 You are obliged to pay to Selfloops the service fees relating to the Software also from the time period Selfloops has not been able to provide the Software for Your use, or if You have been otherwise prevented to use the Software, if that has been caused by You or Your contractors.
5.4 Any claim against service fee must be made in writing prior due date of the invoicing. Regardless of Your claim, You shall pay any undisputed part of the service fee on the due date. If Your claim is found unjustified, You shall pay the invoice due with accrued interest from the original due date within fourteen (14) days from the date when the claim was found unjustified.
5.5 The interest rate for any late payments is eleven per cent (11%). In addition You shall compensate Selfloops for collection charges and other expenses incurred.
5.6 Selfloops shall have the right to suspend Your right to use the Software in case of late payment of fees. In the event that You fail to pay the due fees after Selfloops’s request to pay, Selfloops may terminate this Agreement in whole or in part with immediate effect.
6. AVAILABILITY
THE SOFTWARE AND POSSIBLE SERVICES ARE PROVIDED “AS IS.” SELFLOOPS AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SOFTWARE AND/OR SERVICES INCLUDING ANY WARRANTY THAT THE SOFTWARE AND/OR SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SELFLOOPS ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
7. CONFIDENTIALITY
You undertake and agree to keep secret and confidential all materials and information received from Selfloops regardless of the form of materials including but not limited to information relating to all data, reports, interpretations, forecast, records, drawings, documentation, samples, know-how, processes, designs, photographs, specifications, instructions, business, commercial, financial and other information, for example relating to the ownership or structure of Selfloops, its customers and/or contractors, whether in oral, written, machine readable or any other form. You may not, without prior written agreement between the parties, use such confidential information for any other purpose than purpose relating directly to the purposes of this Agreement. The confidentiality obligations are in force five (5) years from the Effective Date of this Agreement, however, at least three (3) years from the disclosure of such information. The obligations of confidentiality shall remain in force after termination of the Agreement.
8. LIABILITY AND LIMITATION OF LIABILITY
SELFLOOPS AND ITS AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER SELFLOOPS NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SOFTWARE AND/OR SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SOFTWARE AND/OR SERVICES, (II) OUR DISCONTINUATION OF OR YOUR USE OF OR ACCESS TO THE SOFTWARE AND/OR SERVICES OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SOFTWARE AND/OR SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SOFTWARE AND/OR SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, SELFLOOPS’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SOFTWARE OR SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
9. TERMINATION
9.1 This Agreement may be terminated by either party with a one (1) months prior written notice of termination. When the Agreement is terminated, Your right to use the Software and Selfloops’s obligation to provide You with the use right terminates.
9.2 Selfloops may terminate this Agreement with immediate effects in whole or in part or suspend fulfillment of its contractual obligations in the following events: if
You or third party has filed for bankruptcy or liquidation of You or You present public petition for Your creditors or are otherwise found to be unable to pay Your debts;
You have not paid due service fees within thirty (30) days from original due date of the invoice;
You materially breach or neglect to fulfill Your obligations under this Agreement and fail to rectify Your breach or redress Your negligence within thirty (30) days from written request of Selfloops.
9.3 Notice of termination must be served in writing or through Your service account with Selfloops, if applicable.
9.4 Your obligation to pay fees based on this Agreement continues after the termination of this Agreement affecting the time prior the termination.
10. FORCE MAJEURE
Neither Party shall be liable to the other for any non-performance of its contractual obligations in the event and to the extent that such non-performance is due to an event or condition not reasonably foreseeable at the Effective Date of this Agreement, and which events are not within the control of that party, which effects are not reasonable capable of being avoided or overcame (hereinafter “Force Majeure”). Event of Force Majeure shall include (but is not limited to) war, emergency situations, riot or other crises, provision of emergency information during crises or in disturbances of normal situations, sabotage or threat of sabotage, dangerous epidemic, storm, flood, or other, inclement weather or other natural event (disaster), fire, explosion or other similar accident, strike, lockout, boycott and other industrial actions (including internal strikes of a party), legislative changes, act or omission of authorities, exchange restrictions, restriction of export and import, interruption of general supply of energy, general unavailability of transport facilities, interference of communication networks, defects or delays in transfer connections or other connections or equipment acquired from third parties or in control of third party or other similar reason beyond control of the parties.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 The Agreement will be governed by and construed in accordance with laws of Italy excluding its choice of law rules.
11.2 Any disputes arising out of or in connection with the agreement shall be primarily settled with negotiation between the parties. In the event that the parties cannot settle the dispute within thirty (30) days, the matter shall be finally settled by one (1) arbitrator in accordance with arbitration rules of Italian laws. The arbitration shall take place in Italy.
11.3 Notwithstanding the above, disputes relating to collection of receivables of Italy arising out of this Agreement may be settled by District Court of Italy.