GymNOW Terms of Use

Last Updated: January 17th, 2017

1. Acceptance of Terms and Conditions

This Terms of Use Agreement governs your use of the website located at, and all services provided therein, (the “Site”) which is owned and operated by GymNOW Fitness Inc. (the “Company,” “we,” “us” or “our”). By accessing, browsing or using the Site or any pages of the Site, you are indicating that you have read and acknowledge and agree to be bound by this Terms of Use Agreement and any additional terms and conditions applicable to certain areas of the Site and posted in those areas of the Site, which are incorporated herein by reference (collectively, “Terms and Conditions”), and the Company’s Privacy Policy located at []. If you do not agree to every provision of these Terms and Conditions and the Company’s Website Privacy Statement, please do not access, browse or use the Site.

These Terms and Conditions may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms and Conditions on the Site. You can determine when we last updated these Terms and Conditions by referring to the “Last Updated” legend at the top of these Terms and Conditions. By accessing, browsing or using the Site following the posting of changes to these Terms and Conditions, you accept such changes. You agree to use the Site for lawful purposes only in a manner consistent with any and all applicable laws, regulations and rules. Any use of the Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject you to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site to review these Terms and Conditions.

2. Site Content

The Site and any and all material on the Site or contained therein, all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all data and reports generated by the Site (collectively, the “Site Content”) are owned by us or a third party.  These materials are protected under copyright, trademark, trade secret and other laws.  You may not copy, download, transmit, modify, distribute or republish the Site or any portion of the Site, including without limitation any of the Site Content, without the prior written consent of Company.  You may not sell, publicly display, create derivative works of, reverse engineer or otherwise attempt to access the source code, assign, sub-license, transfer or otherwise exploit the Site or any Site Content.  Use of any Site Content is prohibited without the prior written permission of Company.  Subject to the Terms and Conditions, Company grants you a non-exclusive, non-transferable, non-sublicensable right to access and use of the Site in compliance with these Terms and Conditions. You shall not, and shall not permit anyone else to, directly or indirectly: (i) remove or alter proprietary notices or labels on or in the Site or Site Content; (ii) engage in any activity that interferes with or disrupts the Site or Site Content; (iii) engage in any fraudulent activity or activity that facilitates fraud; or (iv) otherwise act in violation of these Terms and Conditions. All rights not expressly granted herein are reserved.

3. Company Marks

All product and service names, images, logos or other indicia used in connection with the Site (the “Marks”) are registered and unregistered trademarks and service marks owned by Company or its subsidiaries or affiliates or a third party. All Marks are the property of Company or third-parties and shall remain the property of Company and such third-parties. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Company or such third-party that may own such Mark. Your misuse of any such Mark, or any other Site Content, is strictly prohibited.

4. Registration

Each registration is for a single user only. In consideration of your use of the Site, you agree to provide accurate, current and complete information about yourself or your company as requested on the Site registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms and Conditions, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms and Conditions on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.

Any changes to your registration information should be made on the Site. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site.

Upon registration, you may set a password for your access to and use of the Site. You are responsible for keeping your password confidential. You will be responsible for all uses and activity that occurs through your password or account. You must immediately notify us of any unauthorized use of your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.

5. Legal Requirements

Where Company has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Company may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so. Please see the Company’s Privacy Policy located at [] for additional information relating to the privacy and security of information collected hereunder.

6. Your Use of the Site

You acknowledge and agree that the purpose of the Site is to allow gym-goers (the “End Users”) to purchase single-use passes (each, a “Pass”) to your gym, health club and/or fitness center via Company’s mobile application. You represent, warrant and covenant that you will honor all Passes that you make available to End Users through the Site. You are responsible for addressing any and all End User complaints related to your gym, health club and/or fitness center. Company hereby disclaims all liability relating to your gym, health club and/or fitness center, including without limitation, any liabilities arising as a result of inaccurate descriptions of your gym, health club and/or fitness center or its amenities or any injuries sustained by End Users during or related to their use of your gym, health club and/or fitness center.

You are solely responsible and liable for all data, information, marks and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit in connection with the Site. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Site. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) use the Site to harm minors in any way or to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personal information, including e-mail addresses, about other users of the Site; (c) transmit any User Content: (i) that you do not have the right to transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any User Content transmitted through the Site; (e) interfere with the Site or servers or networks used in connection with the Site; (f) interfere with the ability of others to use the Site; (g) copy, download, transmit, modify, reproduce, sell, resell, sub-license, distribute, publish create derivative works of, reverse engineer, assign, transfer or exploit for any commercial purposes, any portion of the Site, the Site Content or any User Content contained therein; (h) conduct your business using the Site in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Site or the Site Content without Company’s prior written permission; (j) include in any third party website any hypertext link to any page or location within the Site without Company’s prior written permission; (k) mirror or display the Site or any portion thereof in frames without Company’s prior written permission; or (l) impersonate any person or entity, including, but not limited to, other users of the Site, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.

You acknowledge and agree that Company may disclose or use any User Content that you transmit for purposes that include, but are not limited to: (a) enforcing these Terms and Conditions; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) improving our services; (d) responding to claims that any User Content violates the rights of third parties; (e) protecting the rights or property of Company, its customers or the public; or (f) marketing our services to End Users, other gyms, and the general public. With respect to User Content that you transmit to the Site, you grant Company a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, excerpt, reproduce, display, publish, modify, distribute and create derivative works of such User Content in any form or media, and to allow others to do so, however, Company will only share personally identifiable information that you provide in accordance with Company’s Privacy Policy at []. As between the parties, we own all right, title, and interest in and to all intellectual property rights in all materials, products or services developed by us, or on behalf of us by third parties, based on or including as a component thereof any such information as described above, and all generalized knowledge, skill, know-how and expert...