WHILE AVAILAING THE SERVICES, “YOU”/ “USER”/ “CUSTOMER” (WHICH MEANS AND INCLUDES AN INDIVIDUAL WHO ACCESSES HYPBER AND ITS AFFILIATES WHETHER NAMED IN THE ONLINE REGISTRATION MATERIALS, AUTHENTICATED USER OR A NON-AUTHENTICATED VISITOR) AGREE TO COMPLY WITH EACH AND EVERY TERMS AND CONDITIONS AS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE ALLOWED TO USE THE SERVICES.
B. Policies and Procedures. Subject to the terms and conditions set forth herein and in any rules, policies and procedures posted on Hypberand its affiliate site, domain, sub-domain, subdirectory, products or applications (the “Rules”), Hypber will use commercially reasonable efforts to provide User with the Services. This Agreement and the Rules may be modified by Hypber from time to time, which modifications shall become effective once posted.
C. Access to the Services.
i. Customer Accounts.Customer, either individual or entity may establish one or more authorized accounts through which Customer will use and access the Services (an “Authorized User”). Access to these accounts is limited by use of unique user identification(s) and password(s) (the “Passwords”). Customer undertakes to be least eighteen (18) years old.
ii. Account Activity. Customer agrees to maintain the Password(s) in strict confidence and is solely responsible for the use of the Password(s). Customer agrees not to provide the Password(s) to any unauthorized third party. Customer agrees that it shall remain liable for all activity occurring in connection with, or under, its account(s), and all fees associated therewith. Each party agrees to notify the other party immediately if it becomes aware of any loss, theft or unauthorized use of the Password(s). Until Hypber and its affiliate has actual notice of such loss, theft or unauthorized use, Customer agrees and understands all account activity will be considered authorized by Customer. Customer acknowledges any unauthorized use of the Passwords by Customer or any of its Authorized Users will constitute a material breach of this Agreement.
2. Business Module
A. Services– Hypber provides a world class range of fitness services operated through fitness studio, certified fitness trainers, gym and third parties. It is pertinent to note that Hypber is a separate legal entity from the aforesaid fitness studio, certified fitness trainers, gym and third parties along with their services.
B. Subscription – It is mandatory for the Customer to subscribe and make the payment in advance before availing services. Hypber’s subscription enables Customer to utilize Hypber services as per the module and upon the expiration of the subscription, if not notified, the subscription automatically renews, accordingly the plan and continues until the same is cancelled or terminated.
C. Plans or Customize Plan – Hypber offers multiple lucrative membership plans which Customer can avail as per its choice. In addition to that, Hypber provides the opportunity to the Customer to customize the plan as per its own choice and preference and pay accordingly. However, Hypber reserves the rights, upon reasonable notification to Customer, to change or modify its existing plan, with or without any cause.
D. Geographical Restriction – Customer accepts and understands the subscription and membership will have a geographical restriction and within the geographical domain, Customer can choose the venue, classes, studios, fitness trainers. Furthermore, Customer accepts and understands that Hypber cannot assure or guarantee the availability of particular locations, studios, venue or locations and the same can be different at the sole discretion of Hypber.
3. Billing Module
A. Monthly Billing- Hypber will submit a monthly invoice based upon the subscribed plan at Customer’s provided e-mail address. Customer shall pay the invoice hereunder within 7 days of receipt, failure to which, Hypber shall be authorize to charge 5% late payment charges of the total billing. Notwithstanding the terms of this section, each party shall be solely responsible for its own taxes.
B. Automatic Renewal Policy- Upon expiration of the first month subscription, the subscription and membership will automatically renew for successive month, as per the date of commencement of the membership, and Customer shall be billed accordingly. Unless, the Customer, via notification, does not cancel the automatic renewal subscription, Hypber shall continue to raise the monthly invoice, based upon automatic renewal policy and Customer shall be liable to pay the same.
C. Payment Duration – Customer, upon receiving the Invoice, shall be liable to pay the Invoice within 7 working days, failure to which, Hypber shall be liable to receive 5% of the total raise invoice as late payment charges.
D. Cancellation of Subscription – In the event of cancellation of subscription by Hypber or Customer, Customer shall not be liable for any refund for its last paid Invoice and the same will stand forfeited.
E. Travelers Billing – In the event, Customer chooses to travel and opts to avail the services in any other geographical limitation, other than the subscribed one, Customer, shall be liable to pay the applicable amount as per the charges applicable for the particular geographical limitation, in advance.
G. Third Party Usage – Provided subscription to the Customer will be non-transferable nor the Customer can create any third-party interest or third-party rights in the subscription plan.
4. Customer Information. Hypber collects certain personal information about Customer, which usually includes, but is not limited to, contact information (the “Customer Information”). Customer consents that the usage of such disclosure and information to Hypber is solely in connection with its provision of the Services. Otherwise, Customer Information will be dealt with high degree of Confidentiality. All the information related to Customer’s billing and credit card information will be added to, and submitted and stored by, a third-party payment processor. Customer understands Hypber will not have access to any such information and agrees that any loss or damages arising from such third party payment processor’s acts will not be Hypber’s responsibility, as the same will not fall under the ambit of Customer Information.
A. Hypber Responsibilities. Hypber and its affiliates shall provide standard customer support for the Services at no additional charge. Customer support is available by contacting Hypber’s support center by email [email protected], Monday through Friday, from 9:00 AM to 6:00 PM, except on national holidays.
B. Customer Responsibilities. Customer will: (i) be responsible for compliance with all terms and conditions set forth herein; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and/or Authorized Users; and (iii) use the services in accordance with all applicable terms and conditions and all applicable laws and government regulations (including without limitation, anti-spam and unsolicited email laws).
6. Proprietary Rights- Customer acknowledges that, as between Hypber and Customer, Hypber owns all right, title and interest in and to the Software and the Services, including, without limitation, all Singapore and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Customer hereby acknowledges and agrees that except as otherwise expressly set forth herein, Hypber and its affiliates own all exclusive rights to the site, domain, sub-domain, subdirectory, products, logo, content, data, patent, trademark, applications, including, without limitation, the look, feel, layout and organization.
7. Third Party Content. Third Party Content and Linked Sites exclude Hypber’s affiliate site, domain, sub-domain, sub-directory, products or application). The Services facilitates (a) certain transactions between Hypber and third party including their advertisers, affiliates and sponsors of the site. In connection therewith, Customer acknowledges and agrees that: (i) Hypber does not have any ownership rights in and to the third party content and linked sites; (ii) Customer is solely responsible to comply with all applicable laws and regulations and does not violate any term, condition, rule, procedure, policy or other guideline published by such third party content and linked sites; and (iii) Hypber does not infringe on, misappropriate or otherwise violate the intellectual property, privacy or other rights of any third party. Hypber makes no representation or warranty that while utilizing the third party contents and linked sites.Customer further acknowledges: (a) some third party content and linked sites retrieved by the Services may contain indecent, offensive, inaccurate or otherwise objectionable or unlawful material, and Hypber shall have no obligation to preview, verify, flag, modify, filter or remove any third party content and linked sites (although Hypber has the right to do so in its sole discretion), nor shall Hypber be responsible for any failure to remove, or any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable third party content and linked sites; (b) some third party content and linked sites may be protected by third party intellectual property or privacy rights, and therefore Customer shall not rent, lease, loan, sell, license, distribute, make available, copy or create derivative works based on the third party content and linked sites unless Customer has obtained written authorization to do so from the applicable rights-holder; and (c) Customer’s use of third party content and linked sites is at its own risk and Hypber shall have no responsibility to Customer or any third party related to any use of third party content and linked sites by Customer or its end users.
10. Indemnification. At its sole cost and expense, Customer agrees to indemnify, defend and hold harmless Hypber and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees) and/or actions arising from: (i) Customer’s violation of any applicable law; (ii) Customer’s breach of any term, condition, representation or warranty set forth in this Agreement.
11. Disclaimer of Warranties. PROVIDED SERVICES ARE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPBER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. HYPBER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.
12. Limitation Of Liability. IN NO EVENT WILL HYPBER BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES, OR TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF HEALTH, LOSS OF TIME, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF HYPBER HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL HYPBER’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED THE FEES PAID HEREUNDER DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, LOSS OR DAMAGE. NO CLAIM MAY BE ASSERTED BY CUSTOMER AGAINST HYPBER MORE THAN THREE (3) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM.CUSTOMER ACKNOWLEDGES HYPBER DOES NOT CONTROL THE FACILITIES, TRAINING, KNOWLEDGE, EQUIPMENT USED IN STUDIOS, FOOD SUPPLEMENTS OR ANY FORM OF SUPPLEMENT, STERIOD AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH FACILITIES. ACCORDINGLY, HYPBER WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER UNDERSTANDS AND AGREES ITS USE OF THE SERVICE IS AT ITS OWN RISK AND DISCRETION.
13. Customer Disclosure and filling of waiver of liability form: Customer shall be bound to disclose his past and present medical history or ongoing symptoms or pregnancy stage or post-natal or any other form of ongoing treatment and fill in the waiver of liability form which shall be considered as part of parcel of this present term of use.
14. Customer Acknowledgement for Independent Contractor:Customerunderstands and acknowledges that while interacting or dealing directly with all concerned fitness studios, fitness center, physical trainers, personal trainers, supplement companies, sports companies, diet food suppliers, equipment suppliers, Customer shall be solely responsible for its actions or inactions. Customer acknowledges that nothing contained in this Agreement will be construed as partners, joint ventures, co-owners or otherwise as participants in-between Hypber and fitness studios, fitness center, physical trainers, personal trainers, supplement companies, sports companies, diet food suppliers, equipment suppliers.
15. Arbitration- Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be first attempted to be settled amicably by negotiations between the Parties, and if not amicably settled, finally settled in arbitration in accordance with applicable Arbitration and Conciliation Act in Singapore. The place of arbitration shall be Singapore. The arbitration shall be conducted in English language through the arbitration of a sole arbitrator to be appointed by Hypber. The costs of arbitration shall be borne equally by both parties. The award of arbitrator shall be final and binding on both the Parties.
16. Governing Law. This Agreement will be governed by the laws of the Singapore as applied to agreements entered into and performed entirely within the jurisdiction of Hypber registered address which is as follows Singapore.
17. Notice. Hypber may provide Customer with general notice by electronic mail to Customer’s e-mail address of record. Customer must give notice to Hypber by emailing at [email protected]
18. Credit Of Service.Customer hereby agrees to allow Hypber to use Customer’s name, image, photo, logo image and a description of its relationship with Customer on the Site and in Hypber’s marketing and publicity materials.
19. Publication and Postings – Customer agrees and covenants that it will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Hypber or its businesses, or any of its employees, officers and existing and prospective customers, investors and other associated third parties. Any act done with respect to Publication and Posting clause which diminishes the goodwill of Hypber, tarnishes the reputation of Hypber, give any form of loss to Hypber (monetary, socially or etc.) will make Customer eligible for breach of trust, violation of Information Technology Act and all other applicable laws. Hypber will have right to take immediate lawful action against the Customer, as applicable.
20. Force Majeure. Hypber shall not be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Hypber employees), Internet service provider failures or delays, or denial of service attacks, unplanned system down time, or any other cause beyond Hypber’s reasonable control.
23. Miscellaneous. This Agreement and Rules expressly referencing this Agreement constitute the entire agreement and understanding between Hypber and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between the Hypber and Customer. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of Hypber.