Terms For Club
SocialFit360, Inc. (“SocialFit360”) is willing to license the services hereinafter described only upon the condition that you (the “Club”) agree to accept and be legally bound by all the terms and conditions contained in this Agreement (herein the “Agreement”) by selecting the electronic “I Accept” button on the previous page. If you are accepting on behalf of a corporation, or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement and all references to “you,” or “the Club” shall apply to such corporation, or other legal entity. If you do not have such authority, or if you do not agree to be bound by this Agreement, do not upload, access, or otherwise use this site.
1. Grant of License To Use. Subject to all the terms, provisions and conditions of this Agreement, SocialFit360 does hereby grant to the Club, a limited, non-exclusive right, privilege, license and authority (the “License”) to use the SocialFit360 platform to create, develop, design, market, sell and commercially exploit the same for profit, as detailed and provided for herein, which will provide the Club with the opportunity to increase membership, membership retention, staff productivity, generate more revenue by enhancing the Club’s profit centers and manage the Club’s cost of marketing.
2. Ownership. All rights granted herein, by SocialFit360, to the Club, are owned by and shall remain the sole and exclusive property of SocialFit360, free of any and all claims whatsoever, of ownership, by the Club. Except as otherwise provided for herein, the Club shall not sublicense, assign or otherwise transfer, nor sell, provide or make available, to any third party, directly or indirectly, the License granted by this Agreement.
3. Term. The subscription terms set by SocialFit360 may include a variety of schedules such as monthly or annual subscriptions. Subscriptions may be set for automatic renewal in which the club agrees to be charged by SocialFit360 at certain intervals according to the automatic payment setup.
4. Consideration. The Club agrees to pay to SocialFit360 a Licensing fee determined by SocialFit360. This licensing fee may change at the discretion of SocialFit360; however, SocialFit360 will make efforts to inform subscribers of any change. These efforts may include informing subscribers via email, mail, phone, and/or website 30 days before any anticipated change.
5. Payments. All payments hereunder are due, in advance, throughout the term hereof, provided, in the event the Club should determine to terminate the Agreement within the first (30) days of the term hereof, SocialFit360 will provide a one hundred (100%) percent money back guaranty.
6. Default. In the event the Club commits any default, or breach, with respect to any provision of the within Agreement, or fails to properly and timely pay to SocialFit360 any amounts due SocialFit360 pursuant hereto, then and in any such event, SocialFit360 shall have the right to cancel the term of the within Agreement on written notice to the Club.
7. Bankruptcy. In the event of the filing of any petition in bankruptcy, or for the appointment of a receiver, or of an assignment for the benefit of creditors, or upon an attempted levy, or execution, directly involving the Club, the within Agreement shall thereupon terminate.
8. Warranties. All information and data provided by SocialFit360 to the Club, pursuant to the within Agreement, is provided “as is” and without any warranty, expressed, or implied. SocialFit360, to the best of its knowledge and belief, is the owner of all rights granted herein to the Club, has the authority to enter into this Agreement and knows of no patent, or copyright infringement arising out of use of the License.
9. Indemnification. The Club agrees to keep, save, protect, defend, indemnify and hold SocialFit360 harmless from and against any and all cost, claims, expenses, damages and deficiencies, including but not limited to reasonable attorneys’ fees, incurred or sustained by SocialFit360 arising out of, or relating to, the Club’s breach of this Agreement and any and all claims for damages, or injury brought by any third party arising out of, or relating to, the License hereby granted by SocialFit360 to the Club.
10. Relationship Of Parties. Nothing contained in this Agreement shall constitute, or be construed to be, or to create, a relationship of principal and agent, a partnership, or joint venture, between SocialFit360 and the Club, it being expressly understood and agreed that no provision of this Agreement, nor any act of the parties pursuant hereto, shall be deemed to create any relationship between the parties other than SocialFit360, as Licensor and the Club, as Licensee. Neither SocialFit360, nor the Club, shall have authority to bind the other to any representation, understanding, act, deed, undertaking, agreement, or contract, whatsoever.
11. Disputes; Litigation. In the event any provision, aspect, or matter, relating to, or concerning the parties’ rights, duties, obligations and performance, or breach, of this Agreement, whether or not the same involves adversary proceeding(s) of any nature, results in a party incurring costs and expenses, the parties agree and stipulate that, in addition to any and all other amounts recovered, recoverable, or otherwise due, from one party to the other, the non-prevailing party shall be liable for and pay to the prevailing party, all costs and expenses, including but not limited to, reasonable attorneys’ fees and costs incurred by said prevailing party.
12. Time Of The Essence. The parties agree to at all times conduct themselves with due diligences and in good faith, time being of the essence with regard to all aspects of performance of the within Agreement.
13. Severability. In the event any one or more provisions of the within Agreement shall, for any reason whatsoever, be held to be invalid, illegal, or unenforceable, in any respect, such invalidity, illegality, or unenforceability, shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been a part hereof.
14. Governing Law. This Agreement is to be construed as a Massachusetts contract, and is binding upon the parties hereto, their respective successors and legal representatives.