Terms and Conditions

Agreement

This Part governs the licensing of the Troolift platform (the "Platform") by the Company to a Gym. It takes effect upon the earlier of the creation of an account and the first use of the Platform.

The individual accepting these Terms on behalf of a Gym represents that he or she is duly authorised to bind that Gym. Where a separate written agreement has been executed between the Company and a Gym, that agreement prevails to the extent of any inconsistency.

Licence

The Company grants to the Gym a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for the internal business purposes of the Gym during the subscription period, subject to payment of the applicable fees and to compliance with these Terms.

The Platform is provided as a hosted service. The Company may modify, add to or discontinue any feature of the Platform. Where a feature material to the operation of a Gym is to be discontinued, the Company shall give reasonable prior notice.

Accounts

The Gym is responsible for all activity conducted through its account and through the accounts of trainers and administrators created by it, and for the security of the credentials associated with those accounts.

The Gym shall deactivate the account of any trainer or administrator upon that person ceasing to be engaged by the Gym.

Accounts may not be shared with, transferred to, or made available for the benefit of any other establishment.

Member data and data protection

In respect of personal data relating to Members, the Gym is the Data Fiduciary and the Company is a Data Processor within the meaning of the Digital Personal Data Protection Act, 2023. The Company processes such personal data solely on the documented instructions of the Gym and for no other purpose.

The Gym undertakes: (a) to obtain the consent of each Member, and to give the notice required by section 5 of the DPDP Act, before recording personal data through the Platform; (b) to record only such personal data as it has a lawful purpose to record, and to ensure its accuracy; (c) to obtain verifiable consent from a parent or lawful guardian before creating a record in respect of an individual below eighteen years of age, and to record the particulars of that parent or guardian; (d) to respond to requests made by Members in exercise of their rights, and to instruct the Company where action by the Company is required; and (e) to ensure that its personnel do not misuse personal data accessible through the Platform.

The Company undertakes: (a) to process Member personal data only upon the instructions of the Gym; (b) to maintain its confidentiality and to restrict access to personnel requiring access for the provision of the Platform; (c) to apply the security measures described in the Privacy Policy; (d) to engage only those categories of sub-processor identified in the Privacy Policy, and to update that Policy before engaging another; (e) to give intimation to the Gym of any personal data breach affecting its data, in the form and manner required by the DPDP Act; (f) to assist the Gym, so far as reasonably practicable, in responding to a request from a Member or from the Data Protection Board of India; and (g) upon termination, to deal with Member personal data in accordance with clause 11.

As between the Company and the Gym, all data entered into the Platform by or on behalf of the Gym remains the property of the Gym. The Company asserts no proprietary interest in it.

Fees

Fees are those set out on the Company's published schedule of charges, or in the order accepted by the Gym, current at the date of invoice. Fees are stated in Indian Rupees and are exclusive of goods and services tax and of any other levy, which is charged in addition at the prevailing rate.

Fees are payable in advance in respect of each subscription period. Sums paid are not refundable save where refund is required by law or where the Company has failed to provide the Platform.

Where payment is not received, the Company shall notify the Gym and shall allow a reasonable period for payment before restricting access to the Platform.

The Company may revise its fees upon not less than thirty days' notice expiring at the end of the then current subscription period. A Gym not accepting a revision may terminate with effect from the date the revision takes effect.

Sums collected from Members

The Platform records sums paid by Members to a Gym. It does not process, collect, hold or remit such sums. Payment is made by the Member to the Gym through the Gym's own facilities, and the Platform records only the amount, the date and the mode of payment entered by the Gym.

Accordingly the Gym is solely responsible for the collection of such sums, for the issue of receipts and tax invoices, for refunds, and for the resolution of any dispute with a Member concerning payment.

Figures relating to trainer remuneration produced by the Platform are a computation provided for the convenience of the Gym. The Gym remains solely responsible for the correct remuneration of its personnel and for compliance with applicable labour and taxation legislation.

Automated programme generation

The Platform provides a facility by which a draft training programme may be generated by automated means. A programme so generated is a draft requiring review by a qualified trainer before it is provided to a Member. It does not constitute medical advice and is not a substitute for professional judgement.

The Gym is responsible for the review, approval and delivery of every training programme provided to a Member, whether generated by automated means or otherwise, and for the competence of the personnel undertaking that review.

Restrictions on use

The Gym shall not: (a) record personal data in respect of any individual who has not consented to its recording; (b) transmit to Members any communication that they have not agreed to receive, or use the announcement facility for marketing unrelated to the Gym; (c) use the Platform in contravention of applicable law or in infringement of the rights of any person; (d) attempt to access data belonging to another Gym, or test, probe or circumvent the security of the Platform without prior written permission; (e) copy, adapt, translate, decompile, disassemble or reverse engineer the Platform, or create any derivative work from it, save to the extent such restriction is prohibited by law; (f) resell, sublicense or make the Platform available to any third party as a service; or (g) impose an unreasonable load upon the infrastructure of the Platform.

The Company may suspend access upon a material or repeated contravention of this clause. The Company shall state the ground of suspension and, where the contravention is capable of remedy, shall allow a reasonable opportunity to remedy it.

Availability

The Platform is provided without any committed level of availability. No service level is warranted save where expressly stated in a written order executed by the Company. Access may be interrupted for maintenance, for the correction of faults, or by reason of a failure of a third party upon whom the Company depends.

Support is provided by electronic mail to the address stated in clause 27.

Intellectual property

All right, title and interest in the Platform, including its software, database structure, design, documentation and trade marks, vests in the Company and is reserved. Nothing in these Terms transfers any such right to the Gym, which acquires only the licence stated in clause 2.

The Company shall not use the name or marks of the Gym in any promotional material without its prior consent.

Where the Gym submits a suggestion or proposal concerning the Platform, the Company may use it without restriction and without obligation of any kind.

Term and termination

The licence continues for the subscription period selected and renews for successive periods of like duration unless terminated.

The Gym may terminate at any time, such termination taking effect at the expiry of the subscription period then paid for. The Company may terminate upon a material breach not remedied within thirty days of written notice, and with immediate effect where the Platform is used unlawfully.

Upon termination the licence ceases and access to the Platform is withdrawn. The Company shall retain the data of the Gym for a period of sixty days from termination, during which the Gym may request a copy of it, and shall thereafter delete or irreversibly anonymise it, save for records required to be preserved by applicable taxation, companies or other legislation.

Clauses 4, 10, 12, 13 and Part IV survive termination.

Warranties and liability

The Company shall provide the Platform with reasonable skill and care.

Save as expressly stated in these Terms and to the fullest extent permitted by law, the Platform is provided on an "as is" and "as available" basis, and all warranties, conditions and terms implied by statute, common law or otherwise, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose, are excluded. The Company does not warrant that the Platform will be uninterrupted or free from error, or that it will meet any requirement not expressly agreed in writing.

Neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated saving, howsoever arising.

The aggregate liability of the Company arising out of or in connection with these Terms in any period of twelve months shall not exceed the fees paid by the Gym to the Company in the twelve months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

The Company is not responsible for the physical safety of Members, for the competence or conduct of personnel engaged by the Gym, or for the condition of the premises or equipment of the Gym.

Indemnity

The Gym shall indemnify the Company against all claims, proceedings, losses, damages and reasonable costs arising out of: (a) a breach by the Gym of clause 4; (b) a claim brought by a Member, or a proceeding initiated by a regulatory authority, arising from the failure of the Gym to obtain consent, from the recording of personal data without lawful purpose, or from the misuse of personal data by personnel of the Gym; or (c) any other breach by the Gym of these Terms.

Nature of the application

The Troolift application is made available to a Member through the Gym at which that Member is enrolled. It displays the Member's membership, training programmes, attendance, physical measurements and progress, and communications issued by the Gym.

This Part constitutes an agreement between the Member and the Company. It does not constitute the contract of membership between the Member and the Gym, which is a separate matter between them.

Relationship with the Gym

The Gym, and not the Company, is responsible for the membership of a Member. The Gym determines the fees payable, the packages offered, the trainer assigned, the sums recorded as paid or outstanding, and the particulars recorded in respect of the Member.

Any question concerning fees, renewal, a session, a trainer, or the accuracy of a record shall accordingly be addressed to the Gym, which is able to give effect to a correction. The Company holds such data on behalf of the Gym and acts upon its instructions.

Eligibility and accounts

A user account may be created only by an individual who has attained eighteen years of age. An individual below that age may be enrolled as a Member of a Gym, in which case the record is maintained by the Gym with the consent of a parent or lawful guardian, and no user account is issued.

Authentication is by mobile telephone number together with a one-time password or a personal identification number. The Member shall keep these confidential, such particulars being sufficient to obtain access to health-related data.

An account is personal to the Member. It shall not be shared, transferred, or used by any other person, and attendance shall not be recorded on behalf of another person.

The Member shall notify the Gym without delay upon becoming aware of any unauthorised use of the account.

Health and physical risk

The application is a fitness application and is not a medical device, a medical service or a source of medical advice. No training programme, physical measurement, computed index, automated suggestion or note recorded by a trainer constitutes medical advice, diagnosis or treatment.

The Member should obtain the advice of a registered medical practitioner before commencing any exercise programme, and in particular where the Member is pregnant, is recovering from injury or illness, or suffers from any cardiac, respiratory, musculoskeletal, blood pressure or other medical condition.

The Member should cease exercise immediately and obtain medical assistance upon experiencing pain, dizziness, chest discomfort, breathlessness or any other symptom of distress. No programme displayed in the application is to be preferred to the Member's own judgement or to medical advice.

The Member shall disclose injuries, medical conditions and medication accurately to the Gym and to the assigned trainer. A programme prepared upon incomplete or inaccurate information may be unsuitable and may cause injury.

Certain programmes are generated by automated means and reviewed by a trainer. Such a programme is a starting point derived from the particulars supplied and is not a prescription.

Computed values including body mass index and body fat percentage are estimates derived from the figures entered and do not constitute a medical assessment.

The Member exercises at the Member's own risk. The physical safety of the Member at the premises of a Gym is a matter between the Member and that Gym.

Personal data

The processing of personal data is described in the Privacy Policy, which forms part of these Terms.

The proprietor or administrator of the Gym and the trainer assigned to the Member are able to access the Member's record, including profile particulars, health-related data, physical measurements, training records, attendance and payment records. No other Gym and no other Member is able to access that record.

A Member may request access to, correction of, or erasure of personal data by addressing the Gym, or in accordance with clause 16 of the Privacy Policy.

Photographs

Progress photographs are recorded only at the election of the Member or the assigned trainer. They are accessible to the Member, the assigned trainer and the proprietor or administrator of the Gym, and are not used by the Company for any promotional purpose.

Where the application is used to compose an image for sharing, the dissemination of that image is determined solely by the Member. Upon publication elsewhere the image ceases to be within the control of the Company.

Restrictions on use

The Member shall not: (a) record attendance on behalf of another person or use the quick-response code of another Member; (b) enter false particulars concerning health, such particulars being used in the preparation of training programmes; (c) attempt to obtain unauthorised access to the application, to the data of another Member, or to interfere with the operation of the application; or (d) use any communication facility within the application to harass any person or to advertise.

Suspension and cessation

Where a membership lapses or is terminated by the Gym, the functions available within the application are restricted until the membership is renewed. That restriction is determined by the Gym. Historical records are not thereby deleted.

Where a Gym ceases to subscribe to the Platform, access to the application ceases and the data held is dealt with in accordance with clause 11.

The Company may suspend an account used in contravention of clause 20 and shall notify the Gym of the ground of suspension.

Warranties and liability

The application is provided on an "as is" and "as available" basis. To the fullest extent permitted by law all implied warranties and conditions are excluded.

The Company is not responsible for: (a) injury or any consequence to health arising from physical exercise, in respect of which clause 17 applies; (b) the fees charged by a Gym, the conduct of a Gym, or any decision of a Gym concerning a membership; (c) particulars entered inaccurately by a Gym or by a trainer; or (d) interruption of the application, or the deletion of data by a Gym.

To the fullest extent permitted by law, the aggregate liability of the Company to a Member shall not exceed the sums, if any, paid by that Member directly to the Company. A Member ordinarily pays no sum to the Company, membership fees being payable to the Gym.

Nothing in these Terms excludes or limits liability for death or personal injury caused by the negligence of the Company, for fraud, or for any other liability that cannot lawfully be excluded or limited.

Apple App Store

This clause applies where the application has been obtained from the Apple App Store. The Member or user acknowledges and agrees as follows.

1. These Terms are concluded between the user and the Company only, and not with Apple Inc. ("Apple"). The Company, and not Apple, is solely responsible for the application and its content.
2. The licence granted to the user is limited to a non-transferable licence to use the application on an Apple-branded product that the user owns or controls, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions.
3. Apple has no obligation whatsoever to furnish any maintenance or support services in respect of the application.
4. In the event of any failure of the application to conform to any applicable warranty, the user may notify Apple, and Apple will refund the purchase price, if any, paid for the application. To the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.
5. The Company, and not Apple, is responsible for addressing any claim of the user or of any third party relating to the application or the user's possession or use of it, including product liability claims, any claim that the application fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation.
6. In the event of any third-party claim that the application or the user's possession and use of it infringes that third party's intellectual property rights, the Company, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of that claim.
7. The user represents and warrants that the user is not located in a country that is subject to a United States Government embargo or that has been designated by the United States Government as a "terrorist supporting" country, and that the user is not listed on any United States Government list of prohibited or restricted parties.
8. The user must comply with applicable third-party terms of agreement when using the application.
9. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon the user's acceptance of these Terms Apple will have the right, and is deemed to have accepted the right, to enforce these Terms against the user as a third-party beneficiary hereof.
10. Questions, complaints and claims concerning the application shall be directed to the Company at the address stated in clause 27.

Google Play

This clause applies where the application has been obtained from Google Play. These Terms are concluded between the user and the Company only, and not with Google LLC or any of its affiliates ("Google"). The Company, and not Google, is solely responsible for the application and its content. Google has no obligation to furnish any maintenance or support services in respect of the application, and bears no liability in respect of it.

Use of the application is additionally subject to the Google Play Terms of Service in force from time to time.

Export and sanctions

The user shall not use or export the application otherwise than in accordance with applicable law, including the export control laws of India and of the United States of America.

Amendments

The Company may amend these Terms. An amendment takes effect upon publication at this address, and the version and effective date recorded at the head of these Terms are updated accordingly. Where an amendment is material, notice of not less than thirty days is given by electronic mail or through the application before it takes effect. Continued use after an amendment takes effect constitutes acceptance of it.

Notices

A notice to the Company shall be transmitted to hello@troolift.com. A notice to a Gym or to a Member shall be transmitted to the electronic mail address or mobile telephone number recorded in the account, or given through the application.

Assignment, waiver and severance

A Gym or Member may not assign or transfer any right or obligation under these Terms without the prior written consent of the Company. The Company may assign these Terms to a successor in title to its business or assets.

A failure or delay in exercising a right does not constitute a waiver of it. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

These Terms, together with the Privacy Policy, constitute the entire agreement between the parties in respect of their subject matter.

Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of India. The courts at Ahmedabad shall have exclusive jurisdiction, save that the Company may seek injunctive relief in any court of competent jurisdiction.

Before commencing proceedings the parties shall endeavour in good faith to resolve the dispute by discussion for a period of thirty days from written notice of it.

Grievance redressal

A grievance concerning the application or the processing of personal data may be addressed to hello@troolift.com, and is acknowledged and disposed of within the period prescribed by applicable law. The procedure is set out in clause 19 of the Privacy Policy.