Terms of Service



TERMS OF SERVICE

(Effective DECEMBER, 2016)

 

A. INTRODUCTION AND ACCEPTANCE

Welcome to www.onefitstop.com, a worldwide portal enabling fitness businesses to manage their organisations and clients offered by One Stop Solutions Pty. Ltd. The singular term "Website" includes all websites listed above and web pages within the Website as well as any equivalent, mirror, replacement, substitute or backup websites and web pages that are associated with the Website.



PLEASE READ THESE TERMS OF SERVICE (“Agreement”) CAREFULLY BEFORE USING THE PLATFORM. BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF SERVICE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF SERVICE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH BELOW. SUCH CHANGES BECOME EFFECTIVE IMMEDIATELY AND IF YOU USE THE WEBSITE AFTER THEY BECOME EFFECTIVE IT WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE CHANGES. YOU SHOULD CHECK BACK FREQUENTLY AND REVIEW THESE TERMS OF SERVICE REGULARLY SO YOU ARE AWARE OF THE MOST CURRENT RIGHTS AND OBLIGATIONS THAT APPLY TO YOU.IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE WEBSITE. 



You agree that these Terms of Service are supported by good and valuable consideration the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Website and the materials and information available on the same and the possibility of publication or publicity of your User Content, as "User Content" is defined below. In addition to these Terms of Service, we have established a Privacy Policy to explain how we collect and use information about you. A copy of this Privacy Policy can be found here and is incorporated by reference into these Terms of Service and Conditions. By accessing or using the Website, you are also signifying your acknowledgement and agreement to our Privacy Policy.



 

B. INTELLECTUAL PROPERTY 



The Website and Platform included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the "Website Content") and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Website are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Service, you shall not acquire any right, title or interest in the Website or any Website Content. Any rights not expressly granted in these Terms of Service are expressly reserved.



 

C. WEBSITE ACCESS AND USE 



Access to the Website including, without limitation, the Website Content is provided for your information and personal, non-commercial use only. When using the Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Service, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its respective owner. In certain instances, we may permit you to download or print Website Content or both. In such a case, you may download or print (as applicable) one copy of Website Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing Website Content.

Furthermore, except as expressly permitted in these Terms of Service, you may not:

•    Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Website Content


•    Circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content

•    Use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time

•    Transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information

•    Forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason

•    Collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, email addresses

•    Solicit other users to join or become members of any commercial online service or other organization without our prior written approval

•    Attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same

•    Decompile, reverse engineer, or disassemble any portion of any the Website

•    Use network-monitoring software to determine architecture of or extract usage data from the Website

•    Encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person's Membership (as "Membership" is defined below without permission, etc.)

•    Affect us adversely or reflect negatively on us, the Website, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Website, or from advertising, linking or becoming a supplier to us in connection with the Website or


•    Engage in any conduct that restricts or inhibits any other user from using or enjoying the Website

Furthermore, you agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Service.



 

D. 14 DAY FREE TRIAL



OneFitStop allow for subscription to the service available for customers on a trial basis free of charge until 14 days after registration. Following the end of the free trial period, accounts will be frozen and data may be removed should the customer not activate the account.

 

E. SUBSCRIPTION SERVICES

Subject to Customer’s payment of applicable fees, OneFitStop will provide customer access to OneFitStop Subscription Service as set out by this Agreement and the applicable order. An Order may be entered into under this Agreement by and between OneFitStop or associated affiliate or subsidiary and the Customer or affiliate of the Customer. With respect to an Order, the term “Customer” as used in this Agreement will be deemed to refer to the entities that execute that Order, the Order will be considered a two party agreement between such entities, and OneFitStop will separately invoice the Customer named in the Order for the associated subscription fees. Neither execution of this Agreement, nor anything contained herein, shall obligate either party to enter into an Order. Subject to the terms of this Agreement, OneFitStop hereby grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicenseable, limited licence to access and use the Subscription Services as per the account features enabled based on the tier purchased by the Customer.

 

F. FEES AND PAYMENT

The fees payable and method of payment for the Subscription Services will be set out in the Order and are incorporated into this Agreement by reference and are legally binding. The timing of payment depends on the Order and include; Monthly. Customers credit or debit card details are charged the set fees on a monthly cycle from date of first purchase or start of Order. Yearly. Customers credit or debit card details are charged the set fees on a yearly cycle from date of first purchase or start of Order. The service is pay-as-you-go meaning the next payment cycle will automatically start unless otherwise communicated or cancelled prior to the next payment cycle date. From time to time a custom Order may stipulate a contract length or term that will override capacity to cancel until as such the time stipulated in the custom Order is reached.

Once a customer has made a payment, the customer has purchased the Subscription Service for the corresponding period of time and OneFitStop will be under no obligation to refund any payment made if the Customer then chooses to terminate this Agreement or no longer wishes to use the Subscription Services at an earlier date than the end of such period of time. If the Customer does not terminate this agreement within the bounds stipulated in clause G below, then the Agreement will automatically renew and payments will continue to be taken from the Customer’s loaded payment method until such time the Agreement is properly terminated. All services sold within Australia are subject to GST and quoted prices include GST unless otherwise stated. All international purchases are not subject to any tax.

 

G. TERM AND TERMINATION

This Agreement begins on the Effective Date and will remain in effect unless otherwise terminated pursuant to the details in this clause. Each Order will begin on the start date specified in the relevant Order and continue for the subscription term as specified in this Agreement.

 

Monthly account may be terminated in writing if notice is given 3 days prior to the renewal date or otherwise cancelled by the Customer within the platform up until the renewal date. Yearly accounts may be terminated in writing if notice is given 14 days prior to the renewal date or otherwise cancelled by the Customer within the platform up until the renewal date. Either party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

In addition to its other rights and remedies, OneFitStop reserves the right, without liability to Customer, to immediately suspend any and all access to the Services if Customer commits a material breach of this Agreement or an Order until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within 30 business days, then OneFitStop may immediately terminate the Agreement and/or the Order. Upon termination, pursuant this clause G, all rights and licenses granted herein will terminate and Customer will make no further use of the Subscription Services. No termination will relieve the Customer of the obligation to pay any fees accrued or payable to OneFitStop. Upon written request by Customer made within 30 days after the effective date of termination, OneFitStop will make available to Customer a file containing the Customer Data. After such 30 day period, OneFitStop shall have no obligation to maintain or provide any Customer Data and may thereafter delete Customer Data.

 

H. CLIENT DATA

As between OneFitStop and Customer, Customer owns all rights, title and interest in and to Client Data. Client Data are deemed Confidential Information under this Agreement. OneFitStop will use the Client Data only as necessary to provide the Subscription Services in accordance with this Agreement. At any time during the term of the Subscription Services, Customer may request copies of all Client Data from the Subscription Services. Customer is responsible for complying with all legal and contractual requirements, including applicable privacy laws and regulations and its agreements with third parties who generate and/or process the Client Data, relating to the collection, use, processing and transfer of Client Data. Customer acknowledges and consents that Subscription Services provided may require Client Data to be transferred to a country outside of Customer’s country or the country where the Client Data originated.

 

I. WEBSITE CONTENT & THIRD PARTY LINKS



We provide the Website including, without limitation, Website Content for informational, educational, entertainment and promotional purposes only. You may not rely on any information and opinions expressed on any of our Website for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Website Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Website Content.

In many instances, Website Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized employees or spokespersons while acting in their official capacities.

If there is a dispute between persons accessing the Website or between persons accessing the Website and any third party, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release the Website, us, and our officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

The Website may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.



 

J. INDEMNIFICATION



You agree to indemnify and hold harmless the Website, us, and our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Service; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.



 

K. DISCLAIMERS



You agree that your access to, and use of, this website is subject to these Terms of Service and all applicable laws, and is at your own risk. While the information and material contained on the website is believed to be accurate and current, it is provided by OneFitStop in good faith on an "as is" basis. OneFitStop, related entities of OneFitStop and the directors, officers and employees of OneFitStop accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy or completeness of the information contained on the website. Any reference to products or services on this website is for information purposes only and does not constitute an endorsement or a recommendation of those products or services by OneFitStop. Subject to any non-excludable provisions in the Trade Practices Act 1974 (Cth), OneFitStop expressly disclaims any implied or express warranties or conditions of any kind, including warranties of merchantable quality, fitness for a particular purpose, or non infringement of intellectual property rights relating to information or materials accessible from or on this website. OneFitStop shall not be liable to you for any damage resulting from use of or reliance on the materials or information on the website or any other loss or damage whatsoever including, but without limitation, special, indirect, consequential or incidental loss or damage (including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss), or any loss or damage relating to business interruption, loss of programs or other data on your information systems or costs of replacement goods, or otherwise, even if OneFitStop is expressly advised of the possibility of such loss or damage. To the extent (if any) that the content of the website does not satisfy the laws of a country other than Australia, it is not directed to persons in those countries and they should not use the website.

By using this website and agreeing to these Terms of Service, you agree to indemnify OneFitStop and its employees, officers, agents, shareholders and other persons involved in the creation of this website and hold OneFitStop and its employees, officers, agents, shareholders and other persons involved in the creation of this website harmless against all loss, actions, proceedings, costs (including legal costs), expenses, claims, penalties, fines, expenses, costs and damages arising from or in relation to any breach by you of these Terms of Service, your access and/or use or exploitation of the website or reliance on its contents or information received through it by yourself or any person accessing any content through the website and as a result of any use or exploitation by you of any material posted by any third party or any other website, or both. This indemnification includes, without limitation, liability relating to copyright infringement, defamation, invasion of privacy, trade mark infringement and breaches of the Trade Practices Act 1974 (Cth).

 

L. LIMITATION ON LIABILITY 

OneFitStop will in no way be liable for any direct, indirect, incidental, special or consequential loss or damage (including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss), resulting from use or inability to use the website or for the cost of procurement of substitute products or resulting from any products purchased or obtained or messages received or transactions entered into through the website or resulting from unauthorized access to or alteration of your transmissions or data or of any information contained on this website, including but not limited to, damages for loss of profits, use, data or other intangible, even if OneFitStop or related entities of OneFitStop have been advised of the possibility of such loss or damage.

Where any Act of Parliament implies in the Terms of Service any term, condition or warranty, and that Act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in the Terms of Service, however, the liability of OneFitStop for any breach of such term, condition or warranty shall be limited, at the option of OneFitStop, to any one or more of the following: 


1. If the breach relates to goods:

(a) the replacement of the goods or supply of equivalent goods;

(b) the repair of such goods;

(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(d) the payment of the cost of having the goods repaired.


2. If the breach relates to services:

(a) the supplying of the services again; or

(b) the payment of the cost of having the services supplied again.

 

M. COPYRIGHT POLICY 



OneFitStop is the copyright owner of the content of the website or is licenced by the copyright owner to use the content on the website. Except as permitted by the Copyright Act 1968 (Cth), you must not in any form or by any means: 


1. copy, adapt, reproduce, broadcast, store, transmit, distribute, print, publish or create derivative works from any information or material on this website;

2. perform in public or transmit in any form by any process (graphic, electronic or mechanical, including further copying, recording, taping or by a storage and information retrieval system) any of the information or material on this website without the specific prior written consent of OneFitStop;

3. alter, decompile, disassemble, reverse engineer or modify any material or information that you receive from this website which can be accessed through this website; or

4. use or apply, for commercial purposes any material or information on this website, without the prior written consent of OneFitStop.

Any software which you down load from this website is governed exclusively by the licence terms accompanying the file or the terms of the licence agreement which accompanied the original product licenced by you which you are updating, and by down loading such software you agree to abide the terms of the licence. You must not reproduce or redistribute any software otherwise than in accordance with the relevant software licence.

All trademarks, brands and names appearing on this website are the property of their respective owners.

Nothing contained on this website is intended to grant any express or implied right to you to use or exploit any patent, copyright, trademark or trade secret information.



 

N. CHOICE OF LAW; JURISDICTION AND VENUE



These Terms of Service shall be governed by, construed and enforced in accordance with the laws of the state of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of the state of New South Wales, Australia.

This website may be accessed throughout Australia and overseas. OneFitStop makes no representation that the content of this website complies with the laws (including intellectual property laws) of any country outside Australia. If you access this website from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the website.



 

O. AMENDMENT; ADDITIONAL TERMS



We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms of Service. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Service. To the extent any Additional Terms conflict with these Terms of Service, the Additional Terms will control.

Modifications to these Terms of Service or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review the Terms of Service and the Website from time to time for any changes or Additional Terms. Your access and use of any of the Website following any modification of these Terms of Service or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Service or to any Additional Terms, immediately discontinue use of the Website and, if applicable, terminate your Membership.



 

P. MISCELLANEOUS



These Terms of Service are legally binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of New South Wales. Each party submits to the exclusive jurisdiction of the Courts of New South Wales. These Terms of Service will not be assignable or transferable by you without the prior written consent of OneFitStop. These Terms of Service (including all of the policies and other agreements described in these Terms of Service, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding their subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding their subject matter. No failure or delay by OneFitStop in exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. If any part of these Terms of Service is found to be void, unlawful or unenforceable then that part will be deemed to be severed from the balance of these Terms of Service and the severed part will not affect the validity and enforceability of any remaining provisions. Unless otherwise specified, all prices quoted and sales transactions are in United States Dollars.

 

Q. STATUTORY CONDITIONS AND WARRANTIES

Statutory conditions and warranties apply. Nothing in these Terms of Service excludes the application of those statutory conditions and warranties. For more information about your rights as a consumer, see the ACCC website at www.accc.gov.au.

 

SCHEDULE 1: SERVICE DESCRIPTIONS SERVICE DESCRIPTIONS.

The following OneFitStop Subscription Service may be ordered under the terms of this Agreement.

Web and mobile based platform enabling fitness professionals and fitness businesses to manager their clients and businesses. Tools available include scheduling, programming, assessment tracking, client messaging and payment collection services. The platform is available for use by both the business owners and their staff and client/members connected to each business. The platform can be customised and embedded into website by changing the colour schemes and adding code to the website.

 

Terms:

1.1 “Subscription Services” means the hosted service which packages web-based access and the right-to-use the supported applications and associated reference, user and technical guides as named and described in Schedule 1 of this Agreement.

1.2 "Customer Data" means all electronic data or information submitted to the Subscription Services by Customer, a third party on behalf of Customer, or as directed by Customer.

1.3 “Order” means (i) the agreed ordering document for the purchase of the Services, (ii) that is subject to this Agreement, and (iii) that identifies the particulars of the purchase and fees to be paid.

1.4 “Capacity” means the amount of access to the Subscription Services purchased as specified in an Order.

1.5 “User Guide” means the online documentation for the Subscription Service, which includes functional guides and technical specifications, as updated by OneFitStop from time to time.