PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
NOTICE: Please read these Terms carefully. They cover important data about Services provided to you and any charges or amounts we bill you. These Terms include data about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Gympass website (www.Gympass.com), by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them and you should not begin or continue use of the Gympass website or the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable data online from children who are under 13. We do not knowingly collect or solicit personally identifiable data from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal data about yourself to us. If we learn we have collected personal data from a child under 13, we will delete that data as quickly as possible. If you believe that a child under 13 may have provided us personal data, please contact us at firstname.lastname@example.org.
What are the basics of using Gympass?
Gympass acts as an intermediary between gyms, health clubs and fitness entities who have entered into partnership agreements with Gympass (“Partners”) and individuals who desire to purchase the fitness services offered by the Partner (“Users”) to enable Users to purchase and make use of the fitness, sporting and health services offered by the Partner through Gympass.
You may only hold one account on the Gympass website. You promise to provide us with accurate and complete registration data and agree to update all registration data whenever any such data changes. Gympass reserves the right to validate your registration data at any time and may request any additional data and documents that Gympass deems relevant in order to verify your registration data. In the event that any registration data is found to be incorrect or untrue, Gympass reserves the right to suspend or terminate a User’s account (without compensation or reimbursement) or take other measures as may be necessary and appropriate. You may not select as your Gympass User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer, sell or rent your account to anyone else without our prior written permission.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You agree to immediately notify Gympass in the event of any unauthorized use of your account.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your account and your right to use or access the Services.
Additionally, the name “Gympass”, the website and the programs, databases, networks and files that enable you to access the Services are the property of Gympass and are protected by the laws and regulations governing trademarks, patents and industrial designs. The misuse or total or partial reproduction of our name or other intellectual property relating to the Services is prohibited without the express permission of Gympass.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, data, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Gympass’) rights.
You understand that Gympass owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Do I have to grant any licenses to Gympass or to other users?
For all User Submissions, you hereby grant Gympass a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Gympass account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Gympass the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, Facebook publications to one or more other users) (a “Limited Audience User Submission”), then you grant Gympass the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Gympass the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Gympass Users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services for any purpose, provided that Gympass will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
Finally, you understand and agree that Gympass, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Gympass, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Services?
Any data or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such data and content at your own risk, and we aren’t liable for any errors or omissions in that data or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. When contributing any Content, you represent and warrant that you: (i) have all necessary licenses, authorizations, and rights to use all intellectual property to make such contribution, (ii) have obtained all consents required to make such contribution (if applicable), (iii) have registered the Content with the appropriate agencies (if applicable), and (iv) will include all necessary credits for the preservation of the moral rights of copyright holders (if applicable). You will keep all your registration data accurate and current. You are responsible for all your activity in connection with the Services.
Gympass has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Gympass will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Gympass shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
Additionally, you acknowledge and agree that in connection with the Services, you have voluntarily elected to participate in fitness activities at the facilities of our Partners. You may discontinue your participation at any time, in your sole discretion. You acknowledge that it is your sole responsibility to consult with your personal health care provider regarding any medical condition that may prevent or limit your participation in fitness activities at the facilities of our Partners, and you are solely responsible for abiding by your personal health care provider’s recommendations as to any medical restrictions on your participation in fitness activities. You acknowledge and agree that you are aware of the risks and hazards associated with your participation in fitness activities and you voluntarily assume all risk of loss, damage or injury to person or property that may arise from your participation in fitness activities, whether such risk is known or unknown to you.
If there is a dispute between participants on this site, or between users and any third party, you agree that Gympass is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Gympass, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Will Gympass ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
You may access our website and create a personalized account for free. However, Users who wish to make use of the sports and health facilities or services offered through Partners may be required to purchase “Products”. Gympass offers Products to enable Users to obtain services through our Partners: The Unlimited Day Pass Package is a group of Day Passes (in an amount corresponding to the number of days in the applicable month that such Unlimited Day Pass Package is purchased) that can be redeemed as Day Passes to access a specific “group” of Partners for the duration of one month after the date of purchase, subject to the terms and conditions of the Unlimited Day Pass Package, as described below. Only one Day Pass may be redeemed per day and at the end of the applicable month period all unused Day Passes shall expire and shall not be rolled over or held for use in any future month. Users must purchase and pay for all Products through the Gympass website.
What are the terms of the Unlimited Day Pass Packages?
Users who purchase the Unlimited Day Pass Packages shall be entitled to receive a group of Day Passes corresponding to the number of days for the applicable month that such Unlimited Day Pass Package is purchased to access a specific group of Partner facilities and Services for the duration of the applicable month. Users who purchase the Unlimited Day Pass Package may only redeem one Pass per day. At the end of the applicable month period, all unused Passes shall immediately expire.
Users will only be eligible to access the facilities of those Partners who have elected to participate in the Unlimited Day Pass Package, as indicated on the website. Partners to whom Users have access and who are included in the Unlimited Day Pass Package may change at any time without notice.
What if I want to stop using the Services?
Gympass may permit a User to cancel an Unlimited Day Pass Package upon written notice. Users may request cancellation at any time after purchase of the Product; but in the case of Unlimited Day Pass Packages, no refund will be issued for the remaining Day Passes that such User is eligible to redeem during the current month of the Unlimited Day Pass Package. A User who requests cancellation will not be subject to further charges for Unlimited Day Pass Packages for any future months. In the event Gympass elects to issue a refund, in its sole discretion, such refund will be made via the payment method of chargeback payment to the same payment method used to purchase the Product. If a Product has been redeemed by the User, Gympass will not cancel such Products or provide any refund of payments for such Products.
Gympass is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Gympass has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination will result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be illegal, .
If you have cancelled your account or modified any data on your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What else do I need to know?
Warranty Disclaimer. Neither Gympass nor its licensors, suppliers or Partners make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors, suppliers and Partners) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Gympass or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY GYMPASS (AND ITS LICENSORS, SUPPLIERS AND PARTNERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GYMPASS (OR ITS LICENSORS, SUPPLIERS OR PARTNERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO GYMPASS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold Gympass, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Gympass’ prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with GYMPASS and limits the manner in which you can seek relief from us. Both you and Gympass acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Gympass’ officers, directors, employees and independent contractors (“Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. Any dispute arising out of or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
(b) Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. Gympass will pay all arbitration fees for claims less than $75,000. Gympass will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court. Furthermore, either you or Gympass may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work.
(d) Waiver of Jury Trial. YOU AND GYMPASS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Gympass are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Gympass over whether to vacate or enforce an arbitration award, YOU AND GYMPASS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: firstname.lastname@example.org postmarked within 30 days of first accepting these Terms. You must include (1) your name and residence address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Gympass to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and both you and Gympass agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Gympass may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Gympass agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Gympass, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Gympass, and you do not have any authority of any kind to bind Gympass in any respect whatsoever.
Last Modified: May 23, 2018