SERVICE CONTRACT AND TERMS AND CONDITIONS OF USE

This Service Agreement and these Terms of Use (hereinafter referred to as the “Agreement”) apply to you in connection with your access and use of any material, content or service provided via the mobile application provided by “L’ATELIER SPORTS CLUB”, and any website, application or service (hereinafter referred to collectively as the “Services”) associated, owned, operated and provided by L’ATELIER SPORTS CLUB INC. (hereinafter referred to as the “Service Provider”) or by one of its affiliates.

By accessing and using the Services, you agree to be bound by these Terms and all applicable laws and regulations.

Your use of the Services is subject to these terms. If you do not wish to be bound by each of the conditions within these terms, you may not use the Services and must immediately stop accessing the Services.

PLEASE READ THIS AGREEMENT AND TERMS AND CONDITIONS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, OBLIGATIONS AND RECOURSE, INCLUDING BUT NOT LIMITED TO CERTAIN RESTRICTIONS AND EXCLUSIONS.

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1. OBJECT

The subject of the contract (hereinafter the “Contract”) concerns the following services:

The Services provide fitness information and allow users to book and pay for a physical fitness session with third party fitness service providers under an agreement with the Service Provider (the “Third Party Providers”) exclusively for the provision of fitness services by a Third Party Provider (the “Third Party Service Provider Services”).

Unless otherwise agreed by L’ATELIER SPORTS CLUB INC. in a separate written agreement with you, the Services are only available for your personal use and not for commercial use.

2. UPDATE OF THE CONTRACT

We reserve the right to change this Agreement at any time without notice, but we will make efforts to publish each change before it comes into effect. We will ensure that the most recent, fully modified version of these Terms of Use is published through the Services.

You are responsible for the regular review of this Agreement to obtain notice of such changes. If a change is unacceptable to you, you may terminate your Agreement by ceasing to use the Services described above. If you continue to use the Services after the effective date of each change, you will be deemed to have accepted the modified version of these Services.

3. AGE REQUIREMENT

The Services are intended only for users aged 18 and over. Services must not be downloaded, viewed or used by you if you are under 18 years of age.

Any use by anyone under the age of 18 is expressly unauthorized, unlicensed and in violation of this Agreement. We may remove any content or information you have posted on or through the Services, terminate your account (if and when the functionality of your account becomes available) and / or prohibit you from using or accessing the Services (or any part, aspect or functionality of the Services) for any reason or for any reason, at any time and in our sole discretion, with or without notice, including without limitation, if we have reason to believe that you do not meet the eligibility criteria set out above.

4. BOOKING, COUNTERPARTY AND PAYMENT TERMS

4.1. Counterparty and payment terms

You understand that the use of the Services may result in a fee for the third party service you receive (the “Fees”). The Service Provider will receive and / or authorize your payment of applicable Fees for Third Party Services obtained through your use of the Services.

Fees will include applicable taxes, depending on the jurisdiction.

In certain cases, for third-party suppliers, the costs you incur will be due directly to third-party suppliers, and the service provider may recover the payment of these costs from you, on behalf of the third-party provider, as an agent. Limited payment recovery, and the payment of Fees will be considered identical to the payment made directly by you to the Third Party Provider.

The Service Provider will respond accordingly to any request from a Third Party Provider to change the Fees for a particular service. This payment structure is intended to fully indemnify a Third Party Provider, if any, for third party services obtained as part of your use of the Services.

In all other cases, the costs that you incur will be due and paid directly to the Service Provider or its affiliated companies, where the Provider is solely responsible for all obligations towards third parties.

The Service Provider accepts payment of Fees via VISA or MASTERCARD. You confirm that the bank cards you use to make a reservation are yours or that you have the authorization of the card owner or the payment account to make this payment.

All credit / debit card holders are subject to validation checks and authorization from the card issuer. You agree that pre-authorization checks may be made on our behalf for an amount equal to the charge when you make a booking. We are not responsible for your biller, bank or payment service provider charging you for the processing of your payments in accordance with this Agreement. If the card issuer or the payment service provider you are using refuses to authorize payment, we will not accept your reservation (or, if it is already accepted, we will inform you that your reservation is canceled) and we will not be responsible for this refusal.

4.2. Reservation and cancellation

You may cancel a training session without penalty by giving notice at least twenty-

four (24) hours before the scheduled session.

If a session is canceled less than twenty four (24) hours before the scheduled start of your session, we will charge you 100% of the fees payable for the session (including all applicable taxes).

Full fees will also be charged if you do not attend a session at the start time and / or  at the correct location. These fees will be charged to your account and will be the amount payable for the reserved session. We may waive our right to charge such fees described above, in our sole and absolute discretion, if we feel that circumstances warrant it.

If you attempt to attend a session while the Third Party Provider has entered insolvency, bankruptcy (or other similar situation affecting the ability of the Third Party Provider to provide the services of the third party provider) or is no longer active, or if the Third Party Provider is not available to provide the Third Party Services during the session, we may reimburse you the fees upon request.

5. OBLIGATIONS OF THE PARTIES

5.1. Cooperation

You agree to cooperate fully with the Service Provider to enable it to perform the services efficiently and punctually.

5.2. Best efforts

The Service Provider undertakes to use its best efforts in the execution of the provision of services but assumes no express or implicit guarantee concerning, in particular, the effectiveness of the services provided as regards to results. The Service Provider also undertakes to act in your best interests and to act with prudence and diligence, and in accordance with the particular practices and standards in its field of activity.

5.3. Customer’s obligation

You acknowledge that your ability to obtain, provide or reserve third party services through the use of the Services does not make the Provider a provider of fitness services.

You are solely responsible for ensuring that you and the individuals you have invited to train, or to whom you provide Fitness Services, are fit and healthy enough to benefit from the services of Suppliers. You and any third parties must seek the advice of a medical doctor before undertaking any rigorous or intense physical activity.

We require you to attend the session at the time of the appointment. Your reservation will not be valid for any Third Party Provider other than the Third Party Provider that we have assigned to you or that you have chosen based on the availability detailed by the application.

6. LIABILITY OF THE SERVICE PROVIDER

6.1. Limited liability

The Service Provider can not be held liable to you or any third party for any loss including loss of profits, or any other form of damages.

The Service Provider can not be held responsible for any problems, delays, loss of time or money or other events beyond its control that may be caused by the Third Party Provider.

6.2. Liability to Third Party Providers

The Service Provider shall under no circumstances be held liable for any Third Party Provider or Third Party Services. You agree that each reservation constitutes an agreement between you and the Third Party Provider.

The Service Provider has not agreed to such an agreement and offers no guarantee as to the provision of the services of the Third Party Providers. Accordingly, you acknowledge that the Third Party Provider is responsible for:

1.    The performance and quality of the services of the Third Party Provider (including any equipment or advice provided by the Third Party Provider);

2.     Obtaining all licenses, authorizations, qualifications and assurances that they are required under applicable laws, regulations and professional rules or that are mentioned in the Services;

3.    To comply with all applicable laws, regulations and professional rules in relation to the Services of third party providers.

7. PRIVACY POLICY

You acknowledge that you have read our privacy policy located here (hyperlink), as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection and use of information as contained in the Privacy Policy, and the use and disclosure of your personal information collected previously for the purposes defined therein. You also consent to our use of this personal information in accordance with the applicable terms and conditions contained in this Agreement and this Privacy Policy, which is hereby incorporated by reference into and forming part of it.

8. PROPRIETARY RIGHTS

In this Agreement, the term “Content” means all material and content, including designs, editorials, text, graphics, audio-visual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, forms, models, data and any other work from the Provider or one of its affiliated companies.

8.1      Our Content – Unless expressly stated otherwise, all rights, title and interests in the Services and any Content, source code, processes, designs, technologies, URLs, domain names, trademarks and logos forming part of the Services (collectively, “our Content “) is entirely owned by us, our licensors or our suppliers, and is protected by copyright, trademark or other rights and applicable laws. You agree that our content is licensed in accordance with these terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Services or these Terms gives you any right, title or interest in or to our Content, except for the limited right to use the Services as set forth herein.

8.2.    Third Party Content   Content accessible or available through the Services or the Internet may belong to parties other than you or us (collectively, the “Third Party Content”) and may be protected by copyright, trademarks, patents, trade secrets or applicable laws. In your use of the Services, you are not granted any rights, title or interest in this third party content, except for the limited right of use of the Services described herein. You acknowledge that different terms of use and privacy policies may apply to your use of this third-party content. Third party beneficiaries are not party to this contract and are not responsible for the provision or support of the services. Your access to the Services via these devices is subject to the conditions set out in the relevant third party beneficiary’s terms of service.

8.3.       Your Content – The Services may sometimes contain discussion boards, forums, social networks, comments or other communication services. We do not claim ownership of the content you post, upload, enter, provide, submit or otherwise transfer to us, or to a third party, using the Services (collectively, “your Content”);

However, you agree that by posting, downloading, entering, providing, submitting, entering or otherwise transmitting your content to us or to a third party using the Services, whether by use or not, or associated with your account:

1. You will be deemed to have granted to us a license for use, copying, distribution, transmission, display, modification, deletion, publication and unlicensed, worldwide, fully-paid translation of Content to the extent reasonably required by us to provide and promote the Services, on any medium whatsoever, or to ensure compliance with this Agreement;

2. You will be deemed to have confirmed to us, represented and guaranteed that you have all the rights, titles and interests, and the power and authority to license this content as described above; and

3. You will indemnify us against all liability, action, proceedings, claims, causes of action, loss, damages, charges and costs, including reasonable legal costs, any amount paid to settle any claims or to satisfy any judgment and expenses of any nature whatsoever, incurred by us regarding or arising from your content, including in cases where your content infringes third-party content or intellectual property rights belonging to third parties, or is inappropriate, profane, defamatory, counterfeit, obscene, indecent or illegal.

8.4.   Data Protection – We will have commercially reasonable security measures in place to ensure that our use of your content is only in accordance with the license granted pursuant to these terms

8.5.    Deleting Your Content – You acknowledge and agree that we retain a copy or copies of your content for archival or compliance purposes, or to provide you with the Services, or otherwise, subject to your license, even if you delete your account to which your content is connected. If the service feature allows it, you can delete your content from the communication facilities, but we can keep a copy of it internally for compliance purposes

8.6.     Responsibility for Content – You acknowledge and agree that you are solely responsible for determining the accuracy, relevance, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Services.

8.7.    Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Services, including your content and other content, may involve transmissions over various networks and modifications to comply with and adapt to technical requirements for connecting networks or devices. Content may be cached or other technical processing or policies and transmission procedures on our part or at intermediate locations on the Internet. You understand that any message or information you send using the Services may be read or intercepted by third parties, even if there is a special notification that a transmission is encrypted.

8.8.        Advertising – We will have the right, without notice, to insert advertising data into the Services, insofar as this does not imply the transmission of your personal information and is not contrary to the Privacy Policy. If you choose to have commercial relations with a party whose products or services may be advertised on the Services, you acknowledge and agree that such relations are solely between you and that Advertiser and we will not be party to, or have no liability, or liability related thereto. You acknowledge and agree that no such advertisement may be construed as an endorsement by us of such advertised products or services.

8.9.    Comments – All rights, titles and interests in the comments, ideas, suggestions and impressions of the Services and our products that you have given to us (collectively, the “comments”) are and shall be deemed to be our property and, by submitting your comments you agree to assign to us all rights, title and interest needed.

8.10.     Compliance and Complaints – We have no obligation to censor or revise your content, censor or revise any third-party content, or monitor the use of the Services. However, you agree that we may, without notice or liability, disclose to any third party any information of your content, monitor the use of the Services and control, review and retain all Content, including your Content, if we believe in good faith that such activity is reasonably necessary to provide services to customers, to enforce or enforce these terms, to comply with laws and regulations, to respond to any allegation of unlawful conduct or alleged violation of third party rights , or protect us or others. If we receive a complaint about the use of the Services by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint and restrict, suspend or terminate your access to the Services, including your account, and delete your content from our servers.

9. APPROPRIATE GENERAL CONDUCT AND PROHIBITIONS

9.1. In addition to any other condition relating to your use of the Services in this Agreement, we may ask you to accept from time to time specific terms and conditions for specific services, products or service areas by confirming your agreement. Any additional terms that you accept will be deemed to be incorporated into these terms.

9.2.  Appropriate General Conduct – Without limiting the generality of everything contained in this Agreement, you must ensure that:

1. You use the Services only for lawful purposes; and

2. If, at any time, you become aware of a breach of any part of this Agreement by any person or entity under your control, you will notify us immediately and you will provide us with the assistance required to terminate or remedy this breach or violation.

9.3. General Conduct prohibited – Without limiting the generality of everything contained in this Agreement, you agree not to make or allow, directly or indirectly, the following:

  1. Publish, download, reproduce, distribute or otherwise transmit any content that:

a. Is an unauthorized or unsolicited commercial communication, unwanted or mass communication or other “spam” (using or not using email services, including instant messaging, blogs or comments), or is duplicated or unsolicited ;

b. Contains a virus, a cancellation bot, a Trojan, a worm or any other harmful, disruptive or surreptitious component;

c. Is defamatory, counterfeit or illegal;

d. Is an inappropriate, profane, obscene, indecent content or information without appropriate or legally required access controls (these controls will not be our responsibility);

e. Engages civil liability, or otherwise violates the rights or assistance of others to violate the rights of ourselves or others, such violations, including copyright infringement, violation of privacy, trademark infringement or defamation;

f. Constitutes a criminal offense, or otherwise commits or assists any person to commit a criminal offense, including pyramid selling, unauthorized use of a computer, mischief related to data, fraud, obscenity and child pornography;

g. Encourages discrimination, hatred or violence against an individual or group on the basis of race, religion, nationality, sexuality, gender or other group of people protected by human rights legislation;

2. Engaging in threats, harassment, intimidation, criminal harassment or abuse or any conduct that violates the legal rights of others, including the rights of minors and the rights of privacy;

3. Scan or probe another computer system, interfere with or circumvent computer identification procedures, or commit unauthorized computer or network intrusions without the express permission of the owners of such computer systems;

4. forge headers or otherwise manipulate the protocols or identifiers used in any system or protocol to conceal the origin of any data transmitted using the Services;

5. Personify or falsely represent your association with any person, including one of our representatives;

6. Disrupt or threaten the integrity, operation or security of any service, computer or Internet system;

7. Disable or circumvent any access control or associated process or procedure established with respect to the Services;

8. Sublicense, share, resell, reproduce, copy, distribute, redistribute or exploit for any commercial purpose (except for your internal, personal and non-commercial purposes), any part of, use, or access to Services, except where expressly authorized by us;

9. Collect, extract, or store personal information about third parties without their explicit consent;

10. Harvest or use any robot, spider, crawler, script or other automated means or interface that we do not provide to access the Services, extract data, collect information or otherwise interact with the Services;

11. Use automated devices, robots, agents, crawl, scripts, smart searches or any similar means of access to the content through the Service Provider’s application;

12. Systematically recover data or other content of the Service Provider’s application to create or compile, directly or indirectly, in one or more downloads, a collection, a compilation, a database, a directory or similar, by methods manual or automated. Search engines may use indexing robots to index the elements of the Provider’s application solely for the purpose of creating publicly available searchable indexes, and the Provider reserves the right to revoke such exceptions generally or in specific cases);

13. Use automated methods to use the Service Provider’s application to send more requests to the Provider’s servers for a given period of time than a human can reasonably produce during the same period using a standard Web browser;

14. Use the Service Provider’s application to recruit or otherwise induce any user to join third party services or competing websites without the prior written approval of the Provider;

15. Falsify or delete author attributions, legal or other notices, exclusive designations or designations of origin or source;

16. Attempt to probe, analyze or test the vulnerability of any system or network of the Provider or violate any security or authentication measure;

17. Access the Provider’s application for the purpose of monitoring their availability, performance or functionality, or any other comparative analysis or for competitive purposes, including, but not limited to, creating a competitive product or service;

18. Take any action that imposes an unreasonable or disproportionate burden on the infrastructure of the Provider’s application or that could otherwise adversely affect the performance of the Provider’s application or prevent any other user or Provider from using or benefit from the Service Provider’s application;

19. Engage in any other action that, in the opinion of the Provider, exposes or exposes any third party to any liability or injury of any kind;

20. Cause, encourage or assist a third party to do the foregoing.

In addition to the general prohibitions above, the following prohibitions apply to the programming or booking of Third Party Services via the Service Provider’s application. You are responsible for your use of the application. You agree that the following actions, without limitation and in addition to these restrictions, are prohibited and constitute a material breach of this Agreement. This list is not exhaustive, and the Service Provider reserves the right to determine the types of behavior that it considers to be an inappropriate use of the application. In case of inappropriate use, the Service Provider may take the measures it determines in its sole discretion. For example, without limitation, you will not be able to:

1. Schedule the Services of a third-party provider or make reservations to your customers through the Service Provider’s application for purposes other than obtaining or providing personal training and fitness services;

2. Schedule or reserve Third Party Services outside the Service Provider’s application with any Trainer or Third Party Provider to which you have been initiated via the Provider’s application;

3. Pay for, or accept payment for, any Third Party Services outside of the Service Provider’s application;

4. Display any disrespectful or inappropriate behavior at any time during any Third Party Services;

5. Transfer or sell a reservation.

 

We may in our sole discretion limit access to the Services or terminate the account of any user who violates this Agreement, whether or not there is recurrence.

10. END OF THE CONTRACT

a. Termination by mutual agreement

You may by mutual agreement with the Service Provider terminate the Contract at any time. In case of active booking you must respect section 4.2. this Agreement.

b. Unilateral termination by the client

You may terminate the Contract at any time without notice or notice. In case of active booking you must respect section 4.2. this Agreement.

c. Termination for force majeure

Moreover, you acknowledge that the Service Provider or you may terminate the Contract for a serious reason or for a case of force majeure. In order to prevent a potential dispute, you acknowledge that the circumstances listed below constitute, in particular, serious grounds or cases of force majeure, namely the closure or end of activities or the bankruptcy or transfer of property under the Act respecting the bankruptcy and insolvency (LRC (1985), chapter B-3).

11. ENTRY INTO FORCE AND DURATION OF CONTRACT

The Agreement shall enter into force on the date of its acceptance for an indefinite period unless terminated prematurely in accordance with Section 10 of this Agreement.

12. MISCELLANEOUS PROVISIONS

a. Interpretation

In this Agreement, (1) the captions and headers are provided for convenience only and are not substantive and should not be construed as interpreting the contents of this Agreement, (2) the word “Including”, the word “includes” and the expression “such as”, when following a statement or a general term (whether or not it is a non-restrictive term such as “without limitation” or “without limitation” or other similar import terms), shall not be construed as limiting, and the word “or” between two or more items listed does not imply an exclusive relationship between the related items, (3) all references to website addresses or URLs also include successor or replacement websites containing information substantially similar to that of the referenced website (s), and (4) all amounts expressed are in Canadian dollars.

b. Waiver of rights and remedies

Our inability to strictly enforce or enforce any provision of this Agreement will not be construed as a waiver of any provision or right. Neither the line of conduct between you and us, nor the business practices shall affect the provisions of this Agreement. Our rights, powers and remedies in this Agreement, including, without limitation, the right to suspend, restrict or terminate your access to any part of the Services, are cumulative and add to and not substitute for any right, power or remedy that may be available.

c. Invalidity

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall apply only to this or any part thereof and the remainder of this and any other provision hereof will remain in full force and effect.

d. Notifications

Subject to our Privacy Policy, we may send you notifications by e-mail (to the address you provided), in hard copy, through your account or through a visible publication of this Service Notice. as we can determine in our sole discretion.

e. Applicable law and jurisdiction

This Agreement is governed by the laws in force in the Province of Ontario and by the laws of Canada applicable therein, at any time, interpreting itself in accordance with those laws. You irrevocably consent to the jurisdiction of the courts of the Province of Ontario with respect to any matter arising out of this Agreement.

f. Survival

All provisions that, by their service or nature, are intended to survive the termination or expiration of these Terms, shall survive termination or expiration of this Agreement.

g. Relationship

You agree that there is no joint venture, partnership, employment, or agency relationship between us and you as a result of this Agreement or your use of the Services.

h. Entire agreement

This Agreement and the terms contained herein, as amended from time to time, including all documents, web sites, rules, conditions and policies herein, constitute the entire agreement between you and us with respect to the matters referred to in these conditions and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between the Provider and you in this regard.

13. ACCEPTANCE BY ELECTRONIC MEANS

You acknowledge that the electronic acceptance of this Agreement is the same as if you had signed and initialed this Agreement.